REG - Morgan Stanley & Co. - Stabilisation Notice

NasdaqAnnouncement

08/10/2025 08:00

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RNS Number : 4389C  Morgan Stanley & Co. Int'l plc  08 October 2025

8 October 2025

Not for distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.

Verisure plc

Pre-stabilisation Period Announcement

Morgan Stanley & Co. International plc (contact: Martin Thorneycroft;
telephone: +44 (0) 20 7425 8000) hereby gives notice, as Stabilisation
Manager, that the Stabilisation Manager named below may stabilise the offer of
the following securities in accordance with Commission Delegated Regulation
(EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014
and/or the UK FCA Stabilisation Binding Technical Standards.

Securities

 Issuer:       Verisure plc
 ISIN:         GB00BVMN1558
 Description:  Initial public offering of ordinary shares of €0.001 each (the "Shares")
 Offer size:   Initial offering of 220,283,021 ordinary shares (excluding the over-allotment
               option (the "Over-allotment Option") and subscriptions)
 Offer price:  €13.25 per share (the "Offer Price")

 

Stabilisation

 Stabilisation Manager:                               Morgan Stanley & Co. International plc ("Morgan Stanley")
 Stabilisation period expected to start on:           8 October 2025
 Stabilisation period expected to end no later than:  No later than 7 November 2025
 Stabilisation trading venue(s):                      Nasdaq Stockholm, Over-the-Counter (OTC) and other trading venues

 

Over-allotment & Greenshoe Option

 Terms:                                              In connection with the offer of the above securities (the "Offer"), Morgan
                                                     Stanley, as Stabilising Manager, may (but will be under no obligation to), to
                                                     the extent permitted by applicable law, over-allot Shares up to a maximum of
                                                     15% of the total number of the Offer Shares (prior to any exercise of the
                                                     Over-allotment Option) or effect other transactions with a view to supporting
                                                     the market price of the Shares at a level higher than that which might
                                                     otherwise prevail in the open market for a period of no more than 30 calendar
                                                     days from the first day of trading in the Shares on Nasdaq Stockholm. Such
                                                     transactions may be effected on Nasdaq Stockholm, in the over-the-counter
                                                     markets or otherwise. There is no obligation on the Stabilising Manager to
                                                     undertake stabilisation transactions. Such transactions, if commenced, may be
                                                     discontinued at any time without prior notice and must be brought to an end no
                                                     later than 30 calendar days from the first day of trading of the Shares on
                                                     Nasdaq Stockholm (the "Stabilisation Period"). In no event will measures be
                                                     taken to stabilise the market price of the Shares above the Offer Price. Save
                                                     as required by law, the Stabilising Manager does not intend to disclose the
                                                     extent of any stabilisation transactions under the Offer.

                                                     Any Over-allotment Shares made available pursuant to the Over-allotment Option
                                                     will rank pari passu in all respects with the Shares, including for all
                                                     dividends and other distributions declared, made or paid on the Shares, will
                                                     be purchased on the same terms and conditions as the Shares in the Offer and
                                                     will form a single class for all purposes with the other Shares.
 Number of shares covered by Over-allotment Option:  33,042,453 ordinary shares
 Duration:                                           This option may be executed in full or in part at any time during the
                                                     Stabilisation Period.

 

In connection with the offer of the above securities, the Stabilisation
Manager may over-allot the securities or effect transactions with a view to
supporting the market price of the securities during the stabilisation period
at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur and any stabilisation action, if
begun, may cease at any time. Any stabilisation action or over-allotment shall
be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Issuer in any jurisdiction.

In any Member State of the European Economic Area, other than in Sweden, this
announcement, and any other materials in relation to the securities referred
to in this announcement, is, and will be, only being distributed to, and is
only directed at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only with,
qualified investors within the meaning of Article 2(e) of the Prospectus
Regulation, or in any other circumstances falling within Article 1(4) of the
Prospectus Regulation. The expression "Prospectus Regulation" means Regulation
(EU) 2017/1129 and includes any relevant delegated regulations. Any offering
of securities referred to in this announcement will be made by means of the
Prospectus. This announcement is an advertisement and does not constitute a
prospectus within the meaning of the Prospectus Regulation and does not
constitute an offer to acquire securities. Any offer to acquire securities
will be made, and any investor should make their investment, solely on the
basis of information that will be contained in the Prospectus made generally
available in the Sweden and other jurisdictions in connection with such
offering. Copies of the Prospectus may be obtained at no cost from the Issuer
or through the website of the Issuer.

In the United Kingdom, this announcement, and any other materials in relation
to the securities referred to in this announcement, is, and will be, only
being distributed to, and is only directed at, and any investment or
investment activity to which this document relates is available only to, and
will be engaged in only with, "qualified investors" (within the meaning of the
assimilated Prospectus Regulation as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 and underlying legislation) and
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; or (iii) other persons to whom it
may otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons"). In the United Kingdom, any investment or
investment activity to which this announcement relates is available only to,
and will be engaged in only with, relevant persons. Persons in the United
Kingdom 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 announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States. The securities referred to above
have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "Securities Act") and may not be offered or sold
in the United States absent registration or an exemption from registration
under the Securities Act and in accordance with applicable securities laws of
the states of the United States. The Issuer has no intention to register any
part of the offering in the United States or make a public offering of
securities in the United States.

END.

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