In connection with the release of the interim financial report for Q1 2020, see company announcement no. 591, the board of directors of Pandora A/S (the “Board”) has resolved to initiate a private placement of up to an aggregate of 8,000,000 treasury shares (the “Treasury Shares”), corresponding to 8% of Pandora A/S’ issued shares and registered share capital, at a price to be determined through an accelerated book-building process (the “Offering”).The Treasury Shares were purchased during 2019 until 11 March 2020 through Pandora A/S’ share buy-back programmes. The Treasury Shares were to be cancelled through a capital reduction as adopted at Pandora A/S’ annual general meeting held on 11 March 2020. However, in light of subsequent macroeconomic developments, the Board has determined that the best interest of Pandora A/S is to cancel the capital reduction to allow the Treasury Shares to be used in connection with the Offering.The net proceeds of the Offering will be used for prepayment of credit facilities.The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus to eligible institutional investors in Denmark and in certain other jurisdictions. The Offering is not underwritten.Books will open immediately and can close at any time. The offer price will be determined after the close of the accelerated book-building process. The final pricing and amount of the Treasury Shares are expected to be announced as soon as practically possible thereafter. In connection with the Offering, Pandora A/S, members of the Board and executive management have agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering.  THE TREASURY SHARES
Pandora A/S owns a total of 8,341,918 treasury shares, corresponding to 8.3% of Pandora A/S’ issued and registered share capital. Pandora A/S contemplates selling up to 8,000,000 treasury shares in the Offering.
Each share of Pandora A/S and each Treasury Share has a nominal value of DKK 1 and carries one vote. The shares of Pandora A/S and each Treasury Share are negotiable instruments and will in every respect carry the same rights as other shares of Pandora A/S, including the right to receive dividends and voting rights.The Treasury Shares will be sold without any pre-emption rights for existing shareholders and new owners of any Treasury Share will be recorded in Pandora A/S’ share register.The shares of Pandora A/S and the Treasury Shares are issued in dematerialised form through VP Securities.The Treasury Shares are admitted to trading and official listing on Nasdaq Copenhagen under ISIN code DK0060252690.BACKGROUND FOR THE OFFERING
The Offering is being conducted to prepare for a stress test scenario where the majority of stores are closed during the majority of the rest of 2020.
The COVID-19 pandemic is affecting people and businesses around the globe in an unprecedented way, including Pandora A/S. Reference is made to the announcement of the interim financial report for Q1 2020, company announcement no. 591, for more background information.Pandora A/S has raised additional committed funding of DKK 3 billion in a club deal with its main relationship banks, 70% state-guaranteed through Vækstfonden and maturing on 31 December 2021. Pandora A/S has thereby increased its committed facilities to DKK 13.9 billion of which DKK 3.4 billion is to be refinanced or repaid by the end of 2020 at the latest. On 4 May 2020, Pandora A/S had drawn DKK 7.9 billion of the committed facilities.Pandora A/S has also negotiated a waiver of the existing loan covenants implying that the NIBD/EBITDA (excluding restructuring costs) covenant with quarterly testing is raised to 4.25x until and including the testing by the end of Q1 2021.As an additional precautionary measure in times of uncertainty, Pandora A/S is today announcing the Offering – resulting in a cancellation of the planned capital reduction and essentially undoing a part of the share buy-back made during 2019 and 2020.In a most likely base-case scenario with gradual store openings throughout Q2 and coming back to a relatively normal business in Q4, Pandora A/S will not need the additional funding raised. With the additional DKK 3 billion club deal funding, Pandora A/S also has sufficient liquidity for a more negative scenario with continued large number of stores closed into Q3 and with a significant impact on demand in Q4 2020. Finally, with the sale of the Treasury Shares, Pandora A/S has sufficient funding for a potential significant second outbreak and closure of majority of stores in the important fourth quarter with continued negative effect into 2021, including repayment of the DKK 3.4 billion term-loans expiring by end of 2020.SETTLEMENT
The Offering will be settled through VP Securities by way of book entry against cash payment.
Nordea Corporate & Investment Banking, Morgan Stanley & Co. International plc, and BNP Paribas are appointed Joint Global Coordinators and Joint Bookrunners, and Danske Bank A/S is appointed Joint Bookrunner in connection with the Offering.
Pandora designs, manufactures and markets hand-finished jewellery made from high-quality materials at affordable prices. Pandora jewellery is sold in more than 100 countries through 7,400 points of sale, including more than 2,700 concept stores.​
Headquartered in Copenhagen, Denmark, Pandora employs 28,000 people worldwide and crafts its jewellery at two LEED certified facilities in Thailand using mainly recycled silver and gold. The company plans to be carbon neutral by 2025 and has joined the Science Based Targets initiative to reduce emissions across its full value chain. Pandora is listed on the Nasdaq Copenhagen stock exchange and generated sales of DKK 21.9 billion (EUR 2.9 billion) in 2019.CONTACT
For more information, please contact:
DISCLAIMERThis company announcement contains forward-looking statements, which include estimates of financial performance and targets, including regarding projected liquidity requirements. These statements are not guarantees of future performance and involve certain risks and uncertainties, including in particular the impact of COVID-19 and related counter-measures in relevant countries with respect to which there is limited visibility and significant uncertainty. Therefore, actual future results and trends may differ materially from what is forecast in this report due to a variety of factors.This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation.This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Japan, South Africa, except as permitted by applicable law, or any other jurisdiction in which such publication or distribution is unlawful.This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any failure to comply with this may constitute a violation of US, Australian, Canadian, Japanese or South African securities laws or the securities laws of other states as the case may be.The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement are being offered and sold only outside the United States. The securities offered in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area or the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”). The information set forth in this announcement is only being distributed to, and directed at, persons in member states of the European Economic Area or the United Kingdom who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulation.In addition, in the United Kingdom, this information is only being communicated to, and is only directed at, Qualified Investors (x) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (y) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (z) persons to whom it may otherwise lawfully be communicated (“Relevant Persons”).This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Pandora or by any of its affiliates or agents, or the Joint Global Coordinators or Joint Bookrunners, as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company’s the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.The Joint Global Coordinators and Joint Bookrunners and each of their affiliates are acting exclusively for Pandora A/S and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Pandora A/S for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.AttachmentPandora_Company announcement_no. 592

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