Stabilisation notice

Press release 1 November 2021

As announced in connection with, and in the prospectus in respect of, the offering to acquire shares in the Company and the listing of the Company’s shares on First North (the ”Offering”), SEB may, as Joint Global Coordinator and Joint Bookrunner, carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the open market.

Stabilisation transactions may be undertaken on First North, in the over-the-counter market or otherwise, at any time from the first day of trading in the shares on First North, i.e. 13 October 2021, and for no longer than 30 calendar days thereafter. SEB is, however, not required to undertake any stabilisation and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be affected at levels above the price in the Offering.

In order to cover possible over-allotments, the Major Shareholders[1] undertook, at the request of SEB, to sell additional shares corresponding to a maximum of 15 percent of the number of shares in the Offering (the ”Over-Allotment Option”), equivalent to not more than 1,185,764 shares, at a price corresponding to the price in the Offering, i.e. SEK 66.00 per share. The Over-Allotment Option may be exercised in full or in part for a period of 30 calendar days from the first day of trading in the shares on First North.

SEB has, in its capacity as stabilisation manager, notified that stabilisation measures have been undertaken, in accordance with article 5(4) in the Market Abuse Regulation 596/2014, on First North as specified below. The contact person at SEB is Alexandra Gluckmann (tel: +46 70 767 67 34).

Stabilisation information

Stabilisation transactions

Specified below is a summary of the stabilisation transactions which have been effected during the stabilisation period in accordance with this press release and the press release as of 22 October 2021. All transactions during the stabilisation period have been effected on First North and no stabilisation transactions have been effected on other dates than those specified below.

Stabilisation transactions

This information is information that Haypp Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out below, at 10:00 CET on 1 November 2021.

For more information and contact
Markus Lindblad
Head of External Affairs:
+46(0)708153983
[email protected]

Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Haypp Group AB (the "Company") in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement and other information relating to the Offering may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

In any EEA Member State, other than Sweden and Norway, that has implemented the (EU) Regulation 2017/1129 (the “Prospectus Regulation”) and in the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that Member State and in the United Kingdom within the meaning of the Prospectus Regulation and the Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) (the "UK Prospectus Regulation"), respectively.

Neither this advertisement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”). The information in this advertisement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (as defined in Regulation S under the Securities Act (“Regulation S”)). The securities are being offered and sold outside the United States in reliance on Regulation S and within the United States to “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document or such other materials relate is available only to, and will be engaged in only with, “qualified investors” (as defined in section 2(e) of the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

This advertisement may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

[1] GR8 Ventures AB, Eastcoast Capital AB, Northerner Holding AB, e-Business Partner Norden AB, Gavin O'Dowd, and Kbay Capital AB.