Tokmanni Oyj - Company Announcement

Tokmanni Group Corporation announces preliminary price range and further information about its initial public offering on Nasdaq Helsinki

Not for publication, distribution or release, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or Singapore.


15 April 2016

Tokmanni Group Corporation announces preliminary price range and further
information about its initial public offering on Nasdaq Helsinki

Following the announcement of its intention to float on 5 April 2016, Tokmanni
Group Corporation ("Tokmanni" or the "Company") today announces the preliminary
price range for its planned initial public offering (the "Offering") of its
shares and listing on the official list of Nasdaq Helsinki Ltd ("Nasdaq
Helsinki"). The prospectus is expected to be published on or about 18 April
2016 before the start of the subscription period.

The Offering in Brief

  * The Offering consists of a public offering to private individuals and
    entities in Finland (the "Public Offering"), a personnel offering to all
    permanent employees of Tokmanni (the "Personnel Offering") and an
    institutional offering to institutional investors in Finland and
    internationally.
  * Through the Offering, the Company aims to raise gross proceeds of
    approximately EUR 96 million by offering new shares in the Company (the "New
    Shares") for subscription (the "Share Issue").
  * In addition, Cidron Disco S.à r.l. ("Cidron", a company ultimately owned by
    Nordic Capital Fund VII[1], together with associated co-investment vehicles)
    and certain other existing shareholders of the Company (together with
    Cidron, the "Selling Shareholders") offer initially a minimum of 8,609,050
    and a maximum of 10,259,050 existing shares in the Company (the "Sale
    Shares") for purchase (the "Share Sale").
  * Cidron's aim is to sell such number of Sale Shares in the Offering that
    would result in a free-float of approximately 40 percent (approximately 46
    percent, if the Over-allotment Option is exercised in full).
  * Assuming the final subscription price per Offer Share (the "Final
    Subscription Price") is set at the mid-point of the Preliminary Price Range,
    the maximum number of Sale Shares are sold at such Final Subscription Price
    and the Over-allotment Option is exercised in full, the Offering will amount
    to up to 26,893,785 Offer Shares, representing up to 46 percent of the
    shares following the Offering.
  * The preliminary price range for the Offer Shares is a minimum of EUR 6.25
    and a maximum of EUR 7.60 per Offer Share (the "Preliminary Price Range"),
    corresponding to a market value between EUR 375 million and EUR 435 million
    for the Company.
  * A prospectus with full terms and conditions of the Offering is expected to
    be published on or about 18 April 2016 on the Company's website
    (www.tokmanni.fi/listautumisanti).
  * Trading in the shares on Nasdaq Helsinki is expected to commence on or about
    29 April 2016 and the shares will trade under the symbol "TOKMAN".
Heikki Väänänen, CEO comments:

"During the past years we have developed our company with determination into a
profitably growing business that is now ready to go public. Through the listing,
Tokmanni proceeds to its next development stage, with further potential to
enhance its competitiveness."

Robert Furuhjelm, Partner, NC Advisory Oy, advisor to the Nordic Capital Funds,
and board member of Tokmanni comments:

"Nordic Capital is very proud of the outstanding job carried out by Heikki
Väänänen and his team during the last three years. Tokmanni has developed into a
modern discount retailer with a strong concept and an outstanding value
proposition for its customers. In my view, there is no better place for value
shopping in all of Finland. Nordic Capital is convinced that the significant
investments made in the concept and the brand will carry Tokmanni forward for
many years."

Background and Reasons for the Offering

The objective of the Offering is to position Tokmanni for its next stage of
development by further raising its profile and enhancing Tokmanni's visibility
in Finland and internationally. The Offering will enable the Company to obtain
access to capital markets, expand its ownership base and increase the liquidity
of its shares. Additional visibility is also expected to further increase
Tokmanni's recognition among the public and as an employer, and thus enhance
Tokmanni's competitiveness.

The Offering

  * The Offering consists of the Public offering to private individuals and
    entities in Finland, the Personnel Offering to all permanent employees of
    Tokmanni, and an institutional offering to institutional investors in
    Finland and internationally, pursuant to exemptions from the registration
    requirements of the U.S. Securities Act of 1933 (the "U.S. Securities Act"),
    including in the United States to QIBs as defined in Rule 144A under the
    U.S. Securities Act (the "Institutional Offering").
  * Through the Share Issue, the Company aims to raise gross proceeds of
    approximately EUR 96m by issuing 13,876,850 New Shares (the number of New
    Shares is calculated assuming that the Final Subscription Price for the New
    Shares would be at the mid-point of the Preliminary Price Range and that
    Tokmanni's permanent employees would subscribe for a total of 246,000 New
    Shares at the discount applicable to such New Shares in accordance with
    their allocation preference in the Personnel Offering).
  * In addition, the Selling Shareholders offer initially a minimum of
    8,609,050 and a maximum of 10,259,050 existing shares in the Company for
    purchase.
  * Cidron's aim is to sell such number of Sale Shares in the Offering that
    would result in a free-float of approximately 40 percent (approximately 46
    percent, if the Over-allotment Option is exercised in full).
  * To cover the possible over-allotment in connection with the Offering, Cidron
    is expected to agree to grant to the Managers  an over-allotment option to
    purchase, or to procure purchasers, for up to 3,597,291 additional shares
    (the "Additional Shares") solely to cover over-allotments (the "Over-
    allotment Option") representing approximately 8 percent of the Shares and
    votes before the Offering and 6 percent after the Offering, assuming that
    all New Shares initially offered in the Offering are fully subscribed for.
    Unless the context indicated otherwise, the New Shares, the Sale Shares and
    the Additional Shares are referred to together herein as the "Offer
    Shares").
  * Prior to the Offering, Cidron owns approximately 83 percent of the shares in
    the Company, Rockers Tukku Oy owns approximately 11 percent and members of
    the Board of Directors and executive management of the Company own
    approximately 6 percent.
  * Directly after completion of the Offering, Cidron is expected to own
    23,400,487 shares, corresponding to 41 percent of shares and votes, assuming
    that the Over-allotment Option is exercised in full and that the Selling
    Shareholders sell the maximum number of Sale Shares and the Company issues
    13,876,850 New Shares (the number of New Shares is calculated assuming that
    the Final Subscription Price for the New Shares would be at the mid-point of
    the Preliminary Price Range and that Tokmanni's permanent employees would
    subscribe for a total of 246,000 New Shares at the discount applicable to
    such New Shares in accordance with their allocation preference in the
    Personnel Offering), Rockers Tukku is expected to own approximately 8
    percent and members of the Board of Directors and executive management of
    the Company are expected to own approximately 4 percent.
  * With the Share Issue, the Company aims to raise gross proceeds of
    approximately EUR 96 million and, to achieve this goal, it may increase or
    decrease the number of New Shares offered in the Share Issue within the
    limits of the terms and conditions of the Offering.
  * The Company expects to use the net proceeds from the Share Issue to repay
    the principal amount of the shareholder loans and accrued interest following
    the completion of the Offering.
  * The Preliminary Price Range for the Offer Shares is a minimum of EUR 6.25
    and a maximum of EUR 7.60 per Offer Share.  In the Public Offering, the
    subscription price per Offer Share may be a maximum of EUR 7.60.
  * In the Personnel Offering, the subscription price per Offer Share is 10
    percent lower than the Final Subscription Price. In the personnel offering,
    the subscription price per Offer Share may be a maximum of EUR 6.84.
  * The Company and Cidron, acting on behalf of the Selling Shareholders, after
    consultation with the Joint Global Coordinators, will determine the number
    of Offer Shares and the Final Subscription Price on the basis of the
    bookbuilding process in the Institutional Offering and the number of
    commitments received in the Public Offering and the Personnel Offering.
  * The Final Subscription Price is expected to be published on or around 29
    April 2016.
  * Assuming that the Final Subscription Price is set at the mid-point of the
    Preliminary Price Range, the maximum number of Sale Shares is sold in the
    Offering at such Final Subscription Price and the Over-allotment Option is
    exercised in full, the aggregate gross amount of the Offering will be
    approximately EUR 186 million.
  * The Board of Directors of the Company and Cidron, acting on behalf of the
    Selling Shareholders, have, in the event of an oversubscription, the right
    to discontinue the Institutional Offering, the Public Offering and the
    Personnel Offering by joint decision at the earliest on 25 April 2016 at 4
    p.m. (Finnish time).
  * Goldman Sachs International, as stabilisation manager, may, to the extent
    permitted by applicable law, within 30 days from commencement of trading in
    the shares on the Helsinki Stock Exchange (which is expected to be between
    29 April 2016 and 28 May 2016) engage in measures that stabilise, maintain
    or otherwise affect the price of the shares.
  * Goldman Sachs International and Nordea Bank Finland Plc are acting as joint
    global coordinators and joint bookrunners (the "Joint Global Coordinators")
    in the Offering. BofA Merrill Lynch and Carnegie Investment Bank AB, Finland
    branch, are acting as joint bookrunners (together with the Joint Global
    Coordinators, the "Managers"). Sundling Wärn Partners is acting as financial
    advisor to Tokmanni and its principal shareholders.
Preliminary Timetable

Submission of listing application: on or about 15 April 2016

Publication of prospectus: on or about 18 April 2016

Subscription period of the Public Offering: 18 - 26 April 2016

Subscription period of the Institutional Offering: 18 - 28 April 2016

Announcement of the final results of the Offering: on or about 29 April 2016

Trading in the shares commences on the pre-list of Nasdaq Helsinki: on or about
29 April 2016

Settlement date: on or about 3 May 2016

Trading in the shares commences on the official list of Nasdaq Helsinki: on or
about 3 May 2016

Publication of January-March interim report: 4 May 2016

The Prospectus

The Company has submitted a prospectus for approval by the Finnish Financial
Supervisory Authority. The prospectus is expected to be approved on or about 15
April 2016. The prospectus will be available in electronic format on the website
of Tokmanni (www.tokmanni.fi/listautuminen) on 18 April 2016 before the start of
the subscription period.

About Tokmanni

Tokmanni is the largest general discount retailer in Finland measured by number
of stores and revenue. In 2015, Tokmanni's revenue was EUR 755 million and on
average it had approximately 3,200 employees. Tokmanni is the only nationwide
general discount retailer in Finland, with 156 stores across Finland as at 31
December 2015. Tokmanni conducted an extensive brand harmonisation project
between 2013 and 2015, unifying all of its stores under the Tokmanni brand. The
brand harmonisation project was completed in October 2015. Based on a survey
commissioned by Tokmanni from TNS Gallup in autumn 2015, approximately 42
percent of adult Finns visit a Tokmanni store at least once a month.

Tokmanni's value proposition combines an attractive and wide product assortment
at low prices supported by a good in-store customer experience. Tokmanni offers
its customers a broad assortment of products across six product categories: home
cleaning and personal care; groceries; clothing; tools and electrical equipment;
home, decoration and garden; as well as leisure and home electronics. Tokmanni's
product assortment includes A-brand products from leading manufacturers,
Tokmanni's private label products, licensed brand products and non-branded
products.

Tokmanni employs a cost-efficient operating model with a focus on efficiency
across the entire value chain from factory to customer. Tokmanni aims to
maintain a low-cost base through centralised sourcing and an effective supply
chain. Tokmanni manages its inventory centrally from its distribution centre
located in Mäntsälä, Finland. Tokmanni's headquarters is also located in
Mäntsälä.

Enquiries

Heikki Väänänen, CEO, tel: +358 20 728 6044

Sixten Hjort, CFO, tel: +358 20 728 6043

Joséphine Mickwitz, Head of IR and Communications, tel: +358 20 728 6535

Important Notice

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. The information in this announcement may be subject to
change.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, New
Zealand, South Africa or Singapore or any other jurisdiction where to do so
would constitute violation of the relevant laws of such jurisdiction.

This announcement is not a prospectus for the purposes of Directive 2003/71/EC
(such directive, as amended, together with any applicable implementing measures
in the relevant member state of the European Economic Area under such Directive,
the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus
Directive and approved by the Finnish Financial Supervisory Authority will be
published and, when published, can be obtained from the Company and other places
indicated in the prospectus. Investors should not subscribe for or purchase any
securities referred to in this announcement except on the basis of information
contained in the prospectus.

This announcement does not contain or constitute an offer to sell, or a
solicitation of an offer to purchase, any securities in the United States. The
securities referred to herein may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended. The Company does not intend to register any of the
securities in the United States or to conduct a public offering of the
securities in the United States.

This announcement is directed only at: (A) persons in member states of the
European Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (the "Qualified Investors"); (B) in
the United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments and who fall within
the definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) are high net worth entities falling within Article 49 of the
Order; and (C) other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "Relevant Persons"). Any
investment activity to which this communication relates will only be available
to and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this document or any of its contents.

None of the Managers or any of their respective affiliates, directors, officers,
employees, advisers or agents accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith.

The Managers are each acting exclusively for the Company and for no-one else in
connection with any transaction mentioned in this announcement and will not
regard any other person (whether or not a recipient of this announcement) as a
client in relation to any such transaction and will not be responsible to any
other person for providing the protections afforded to their respective clients,
or for advising any such person on the contents of this announcement or in
connection with any transaction referred to in this announcement. The contents
of this announcement have not been verified by the Managers.

FCA/ICMA Stabilisation

This announcement does not constitute a recommendation concerning the Offering.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Information in
this announcement or any of the documents relating to the Offering cannot be
relied upon as a guide to future performance. There is no guarantee that the
listing on Nasdaq Helsinki will occur and you should not base your financial
decisions on the Company's intentions in relation to the listing at this stage.
Potential investors should consult a professional advisor as to the suitability
of the Offering for the entity concerned.

Each of the Managers and any of their respective affiliates, acting as investors
for their own accounts, may purchase shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own accounts in such
shares and other securities of the Company or related investments in connection
with the Offering or otherwise. Accordingly, references in the final prospectus,
once published, to the shares being offered, acquired, sold, placed or otherwise
dealt in should be read as including any offer, sale, acquisition, placing or
dealing in the shares by any of the Managers and any of their affiliates acting
as investors for their own accounts. In addition, certain of the Managers or
their affiliates may enter into financing arrangements and swaps in connection
with which they or their affiliates may from time to time acquire, hold or
dispose of shares. None of the Managers intends to disclose the extent of any
such investment or transaction otherwise than in accordance with any legal or
regulatory obligations to do so.

No representation or warranty, express or implied, is given by or on behalf of
the Managers or any of their respective subsidiaries, affiliates, agents or
advisers or any of such persons' affiliates, directors, officers or employees or
any other person as to the fairness, accuracy, completeness or verification of
the information or the opinions contained in this announcement, and no liability
is accepted for any such information or opinions. Each of the Managers or any
such persons' directors, officers, employees or affiliates or any other person
disclaim all and any responsibility and liability whatsoever, whether arising in
tort, contract or otherwise, for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this announcement or
its contents or otherwise in connection with this announcement.

Forward-looking Statements

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe," "expect," "anticipate,"
"intend," "estimate," "will," "may," "continue," "should" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although Tokmanni believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors, which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. No statement in this announcement is intended to be
nor may be construed as a profit forecast.

Each of the Company, the Managers and their respective affiliates expressly
disclaim any obligation or undertaking to update, review or revise any of the
forward-looking statements contained in this announcement whether as a result of
new information, future developments or otherwise.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.


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[1] "Nordic Capital Fund VII" refers to Nordic Capital VII Alpha, L.P. and
Nordic Capital VII Beta, L.P., for which Nordic Capital VII Limited acts as
General Partner.

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