GN Store Nord A/S – Bond with Warrant Units

Here you will find information in respect of our € 330,000,000 zero-coupon Bonds due 2024 (ISIN: XS1963594947) (the “Bonds”), our 3,330 warrants to acquire ordinary shares (ISIN: XS1963847238) (the “Warrants”) and the units in which one Bond and one Warrant may be comprised (the “Units” (ISIN: XS1965536656) and, together with the Bonds and the Warrants, the “Securities”). The Securities were issued by GN Store Nord A/S (“GN”) on 21 May 2019.

Before entering the following webpage, you must read the following Terms and Conditions which govern your use and access to the website and acknowledge your agreement of them.

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS PAGE. THE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THE SITE. BY ACCESSING THIS SITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS SITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

THE SECURITIES REFERRED TO HEREIN ARE NOT INTENDED TO BE, AND SHOULD NOT BE, OFFERED OR SOLD TO RETAIL INVESTORS IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA OR TO INVESTORS IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD NOT BE LAWFULL.

Restrictions on access

Before accessing this website, you must confirm and acknowledge that:

(a)    the materials on this website are not directed at, and may not be viewed by or distributed to:

(i)     persons located or resident in the United States, its possessions or territories; or

(ii)   persons who are retail investors*; or

(iii) persons in the United Kingdom, except for persons who are not retail investors and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), or (ii) are otherwise persons to whom the materials may be lawfully communicated; or

(iv)   persons in any Member State of the European Economic Area, except for persons who are not retail investors and who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC) as amended or superseded; or

(v)    any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;

(b)    you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;

(c)    you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and

(d)    you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.

Where acting as agent on behalf of a disclosed or undisclosed client in connection with the Securities, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).

No offer or solicitation

Neither this site nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any Securities.

The Securities have not been and will not be registered under any applicable laws of any state, province, territory, country or jurisdiction of the United States, Australia, Canada, South Africa, Switzerland or Japan. There shall be no offer, solicitation or sale of any Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

PROHIBITION ON MARKETING AND SALES OF THE SECURITIES TO

RETAIL INVESTORS

MiFID II product governance / professional investors and ECPs only target market - solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II product governance requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II product governance requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that: (i) the target market for the Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending any of the Securities (a “distributor”) should take into consideration the manufacturer target assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels.

The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to the Securities.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to any of the Securities.

PRIIPS regulation / prohibition of sales to EEA retail investors - the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID I; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) no 1286/2014, as amended (the “PRIIPS Regulation”) for offering or selling any of the Securities or otherwise making any of the Securities available to retail investors in the EEA has been prepared and therefore offering or selling any of the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

BY ACCESSING THIS WEBSITE you represent, warrant, agree with, and undertake to, GN that:

  1. you are not a retail investor or acting on behalf of a retail investor; and
  2. whether or not you are subject to the requirements of MiFID II and/or the PRIIPS Regulation, you will not take any action in respect of the Securities which would result in a violation of any of such requirements; and
  3. you are a person or acting on behalf of a person to whom the materials on the website may be lawfully communicated.

Legal considerations

The distribution material on this site may be restricted by local law in jurisdictions other than the United Kingdom and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. Persons accessing this site should inform themselves about, and observe, any such restrictions. In particular, no information contained on this site is for distribution directly or indirectly in or into the United States, Canada, Australia, Switzerland, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation (the “Excluded Territories”).

THE SECURITIES REFERENCED ON THIS WEBSITE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION IN THE EXCLUDED TERRITORIES. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR THE EXCLUDED TERRITORIES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR APPLICABLE LAWS OF OTHER JURISDICTIONS.

Persons accessing this site are deemed to represent that they are not resident in or accessing this site from inside an Excluded Territory, including the United States.

No liability

The material on this site has no regard to the specific investment objectives, financial situation or particular needs of any recipient and should not be relied on when making any investment decision. The information contained on the website is given at the date of such information and should not be taken to be accurate at any other time. Except for information that is required to be maintained from time to time by GN pursuant to the terms of issue of the Securities or required by applicable law to be made public, GN is under no obligation to update or keep current the information on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.

This website and the materials contained on this website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to any Securities referred to on this website, you should obtain your own independent advice from your professional accounting, legal, regulatory, tax or other advisers.

No liability whatsoever is or will be accepted by GN for any loss or damage howsoever arising from any use of this site or its contents (but this is without prejudice to the rights of an investor in the Securities in the event of a breach by GN of the terms of issue of the Securities).

The materials on this website are provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and GN accepts no liability or responsibility whatsoever in the event of any such alteration or change during transmission.

Unauthorised use of this website or the materials on this website, including (without limitation) unauthorised access or misuse of any information posted to this website, is strictly prohibited.

Governing law and jurisdiction

These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law. The English courts will have jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.

If you are not permitted, or if you are in any doubt as to whether you are permitted, to view this site or the information contained herein, please exit this site.

I ACKNOWLEDGE AND CONFIRM THAT I HAVE READ, UNDERSTAND AND ACCEPT THE ABOVE TERMS AND CONDITIONS.

* as used in this disclaimer, a “retail investor” means a person who is (i) a retail client as defined in point (11) of Article 4(1) of MiFID II and/or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded) (the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II).