The Öhman Group and Nordic Capital Fund VIII announce a cash offer to the shareholders of Nordnet

Transcription

1 Press Release Stockholm, 25 October 2016 THIS PRESS RELEASE MAY NOT BE, DIRECTLY OR INDIRECTLY, DISTRIBUTED OR PUBLISHED TO OR WITHIN THE USA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR SOUTH AFRICA. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER COUNTRIES WHERE TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO SWEDISH LAW. The Öhman Group and Nordic Capital Fund VIII announce a cash offer to the shareholders of Nordnet The Öhman Group 1) and Nordic Capital Fund VIII 2), through NNB Intressenter AB 3) ( NNB Intressenter ), hereby announce a cash offer to the shareholders of Nordnet AB (publ) ( Nordnet or the Company ) to acquire all shares in Nordnet (the Offer ). The Nordnet shares are listed on Nasdaq Stockholm Mid Cap segment. The Öhman Group, the main owner of Nordnet since the Company was founded in 1996, wishes together with Nordic Capital to ensure that the successful development of Nordnet continues, and in a private context, enable more significant investments in the Company s infrastructure, products and user interface, and thereby further strengthen the Company s positions on increasingly competitive markets. The Öhman Group intends to remain a long-term majority shareholder of Nordnet. Summary of the Offer NNB Intressenter offers SEK 37 in cash for each share in Nordnet. The Offer values all outstanding shares in Nordnet to SEK 6,476m. 4) The Offer represents a premium of: 25 per cent compared with the closing price for the Nordnet share on 24 October 2016, the last trading day prior to the announcement of the Offer, of SEK 29.5, 29 per cent compared with the volume weighted average price paid for the Nordnet share during the last 30 calendar days prior to the announcement of the Offer of SEK 28.8, and 37 per cent compared with the volume weighted average share price paid for the Nordnet share during the last six months prior to the announcement of the Offer of SEK The Öhman Group, with an aggregate ownership of approx per cent of the total number of shares in Nordnet, will, subject to completion of the Offer, contribute all of its Nordnet shares to NNB Intressenter, valued at SEK 35 per share (to be compared with the Offer price of SEK 37 per share). 5)

2 2 Nordic Capital has, at a price equivalent to the Offer price, acquired shares in aggregate corresponding to approx. 4.8 per cent of the total number of shares in Nordnet.6) Nordic Capital will, subject to completion of the Offer, contribute all of its Nordnet shares to NNB Intressenter, at a price equivalent to the Offer price. Accordingly, the Öhman Group and Nordic Capital together own and control a total of 67.5 per cent of all shares in Nordnet. The board of Nordnet is expected to announce its opinion of the Offer no later than two weeks before expiry of the initial acceptance period. An offer document regarding the Offer is expected to be published around 2 December The initial acceptance period for the Offer is expected to commence around 5 December 2016 and end 23 January The timetable for the Offer has been set to reflect the review periods to receive the necessary authority approvals. The Öhman Group and Nordic Capital have in relation to each other, subject to certain conditions, undertaken not to directly or indirectly, encourage, solicit or initiate discussions or negotiations with, or accept proposals from, or provide any information to, any third party regarding any cooperation or any transaction concerning the shares in Nordnet or its subsidiaries or their material assets. As founders and majority shareholders of Nordnet, we feel great responsibility for Nordnet s development and market position, in particular when considering the increasing competition. We believe that significant investments are necessary to secure the company s long-term competitiveness. At the same time, we realize that such investments due to their nature and extent are best suited to be completed in a private environment. Together with Nordic Capital, we look forward to supporting Nordnet s management to make the investments required to ensure that Nordnet is the long-term market leader in the Nordics. We intend to remain long-term majority shareholders of Nordnet, says Tom Dinkelspiel, Chairman of the Board of E. Öhman J:or AB. Nordic Capital has followed Nordnet for a period of time and is impressed by the company s development, but has also noted the significantly increasing competition. As the Öhman Group, Nordic Capital believes that Nordnet s prospect to become the market leader increases significantly as a private company. Nordic Capital has long and solid experience from supporting companies undergoing large transformational projects and has deep insights into the financial sector. Nordic Capital therefore look forward to, together with the Öhman Group, enabling the required investments as well as providing the Company with the resources and time necessary to gain a market leading position, says Christian Frick, Partner in NC Advisory AB, advisor to the Nordic Capital Funds.

3 3 Background and reasons to the Offer As the majority shareholder, the Öhman Group has continuously, since Nordnet s foundation in 1996, been committed to maintaining and strengthening the Company s long-term competitiveness. In recent years, competition has steadily increased in the markets where Nordnet is present, which has resulted in increasing price pressure as well as increasing investment needs in technology and product development. A critical requirement for Nordnet to maintain a continued and long-term profitable growth, will be continuous material investments in customized and flexible system solutions and user interfaces, as well as continued development of e.g., mobile applications and services. A market leading technological platform and product development will consequently be necessary in order to win and retain customers in the market. To retain its customers and its competitiveness in an increasingly difficult competitive situation, Nordnet needs to implement a number of changes including significant investments. Such changes are best carried out as a private company. Following from this, the Öhman Group contacted Nordic Capital to discuss the potential for a joint public bid offering to the shareholders in Nordnet, which has resulted in the offering now made public. The Öhman Group and Nordic Capital are of the opinion that the Offering is financially attractive to Nordnet s shareholders and that it offers an attractive and long-term solution for both the Company and its employees. The Öhman Group and Nordic Capital intend to support Nordnet s management in their efforts to complete the abovementioned investments, but do not foresee any changes to Nordnet s organization, employees, including their terms of employment, nor to the locations of the Company s operations. The Offer NNB Intressenter offers SEK 37 in cash for each share in Nordnet. No commission will be charged in connection with the Offer. The total value of the Offer amounts to SEK 6,476m. 7) The Offer represents a premium of: 25 per cent compared with the closing price for the Nordnet share on 24 October 2016, the last trading day prior to the announcement of the Offer of SEK 29.5, 29 per cent compared with the volume weighted average price paid for the Nordnet share during the last 30 calendar days prior to the announcement of the Offer of SEK 28.8, and 37 per cent compared with the volume weighted average share price paid for the Nordnet share during the last six months prior to the announcement of the Offer of SEK The initial acceptance period in the Offer is expected to commence on 5 December 2016 and end on 23 January Settlement is expected to take place on 30 January 2017, subject to the conditions for completion having been fulfilled or if NNB Intressenter otherwise decides to complete the Offer.

4 4 The timetable for the Offer has been set to reflect the review periods to receive the necessary authority approvals. Related parties Board members Claes Dinkelspiel, Ulf Dinkelspiel and Tom Dinkelspiel participate in the Offer on the bidder side. In accordance with the rules regarding closely related parties in chapter III of Nasdaq Stockholm s Takeover rules (the Takeover Rules ), these board members may not participate in the handling of matters relating to the Offer by the Nordnet board. However, the board is quorate also without these three conflicted board members, as five out of the eight board members in Nordnet have the right to participate in the handling and resolutions relating to the Offer. These rules also mean that Nordnet must obtain and make available a fairness opinion from an independent expert regarding the Offer, and that the acceptance period for the Offer must be no less than four weeks. Nordnet s Chief Executive Officer, Håkan Nyberg, who is also a board member of E. Öhman J:or AB has not participated in E. Öhman J:or AB s handling of matters related to the Offer. Opinion of Nordnet s board and fairness opinion Nordnet s board shall, in accordance with the Takeover Rules, obtain a fairness opinion from an independent expert and publish the fairness opinion, its opinion of the Offer as well as the reasons behind its opinion no later than two weeks before the expiry of the acceptance period. The board s opinion, and the fairness opinion, will, if possible, be reproduced in its entirety in the offer document that will be prepared and disclosed by NNB Intressenter. NNB Intressenter s shareholding in Nordnet NNB Intressenter does not currently own any shares in Nordnet. The Öhman Group owns 109,717,474 shares in Nordnet in aggregate, corresponding to approx per cent of the total number of shares and votes in the Company. The Öhman Group has entered into an agreement with Nordic Capital to, subject to completion of the Offer, contribute all of its shares in Nordnet to NNB Intressenter in exchange for shares in NNB Intressenter. Such shares contributed to NNB Intressenter will be valued at SEK 35 per share. 8) Nordic Capital has at a price equivalent to the Offer price acquired, from Carnegie Fonder AB, on behalf of Carnegie Småbolagsfond; Handelsbanken Fonder AB, on behalf of Handelsbanken Svenska Småbolagsfond and Handelsbanken Nordiska Småbolagsfond and Holberg Fondsforvaltning on behalf of Holberg Norden, in aggregate 8,473,480 shares in Nordnet, corresponding to approx. 4.8 per cent of the total number of shares and votes in the Company. 9) Nordic Capital has entered into an agreement with the Öhman Group to, subject to completion of the Offer, contribute all of its Nordnet shares to NNB Intressenter, valued at a price equivalent to the Offer price, in exchange for shares in NNB Intressenter. Accordingly, the Öhman Group and Nordic Capital together own and control a total of 67.5 per cent of all shares in Nordnet.

5 5 NNB Intressenter, the Öhman Group and Nordic Capital do not hold any other financial instruments that provide a financial exposure to Nordnet s shares. NNB Intressenter, the Öhman Group and Nordic Capital have, with the exception set out above, not acquired or agreed to acquire any shares in Nordnet during the last six months prior to the announcement of the Offer. NNB Intressenter, the Öhman Group and/or Nordic Capital may during the acceptance period acquire, or enter into arrangements to acquire, shares in Nordnet. Such acquisitions or agreements shall be in accordance with applicable Swedish laws and regulations. Other undertakings The Öhman Group and Nordic Capital have in relation to each other, subject to certain conditions, undertaken not to directly or indirectly, encourage, solicit or initiate discussions or negotiations with, or accept proposals from, or provide any information to, any third party regarding any cooperation or any transaction concerning the shares in Nordnet or its subsidiaries or their material assets. Terms and conditions for completion of the Offer Completion of the Offer is conditional upon that: (a) the Offer is accepted to the extent that NNB Intressenter becomes the owner of more than 90 per cent of the total number of shares in Nordnet, after full dilution; (b) all necessary regulatory, governmental or similar clearances, approvals, decisions and similar measures from authorities, including approval from the Swedish Financial Supervisory Authority and the corresponding Norwegian supervisory authority and approval from competent competition authorities, are obtained, in each case on terms acceptable to NNB Intressenter; (c) no third party announces an offer to acquire shares in Nordnet on terms which are more favourable to the shareholders of Nordnet than the terms of the Offer; (d) neither the Offer nor the acquisition of Nordnet being wholly or partly, prevented or materially adversely affected by any legislation or other regulation, court decision, authority decision or similar circumstance, that is at hand or can reasonably be anticipated and which NNB Intressenter could not reasonably have foreseen at the time the Offer was disclosed; (e) there being no circumstances, which NNB Intressenter did not have knowledge of at the time of the announcement of the Offer, and that have had or reasonably could have a material adverse effect upon Nordnet s sales, results, liquidity, equity, net indebtedness or assets; (f) no information publicly announced by Nordnet, or otherwise disclosed in writing to NNB Intressenter prior to the announcement of the Offer, being materially inaccurate, incomplete or misleading, and Nordnet having disclosed all information which should have been disclosed by Nordnet; and

6 6 (g) Nordnet not having engaged in any action that is intended to adversely affect the conditions for the successful completion of the Offer. NNB Intressenter reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions are not fulfilled or cannot be fulfilled. Regarding conditions (b) - (g), a withdrawal of the Offer may further only be made given that non-fulfillment of such condition is of material importance for NNB Intressenter s acquisition of Nordnet. NNB Intressenter reserves the right to, wholly or partly, waive one or more of the above conditions, which, inter alia, includes the right for NNB Intressenter to complete the Offer at an acceptance level of less than 90 per cent. Financing of the Offer NNB Intressenter will finance the Offer with funds committed by Nordic Capital in respect of other shares than those held by the Öhman Group and Nordic Capital. Thus, the Offer is not subject to any financing condition. Necessary approvals Nordnet s subsidiary Nordnet Bank AB is a bank and its subsidiary Nordnet Pensionsförsäkring AB is an insurance company, and as a result these companies are subject to supervision by the Swedish Financial Supervisory Authority. Nordnet Livsforsikring AS is a Norwegian insurance company under the supervision of the Financial Supervisory Authority of Norway. Approvals from the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway are therefore necessary regarding NNB Intressenter s direct and Nordic Capital s indirect acquisition of the financial institutions in the Nordnet group prior to the completion of the Offer, so called ownership assessment. Applications for such approvals are being submitted to the authorities in connection with the announcement of the Offer. Nordic Capital has during the last years, in several cases, been assessed and approved as the principal owner of financial institutions both by the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway. Necessary approvals from the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway, as well as approval from relevant competition authorities, are expected to be obtained during the initial acceptance period. Overview of NNB Intressenter, the Öhman Group and Nordic Capital NNB Intressenter 10), reg. no , is a private limited liability company founded and registered in Sweden, and the address is c/o Advokatfirman Cederquist, Box 1670, Stockholm. NNB Intressenter is a company newly formed by Nordic Capital, established for the purpose of making the Offer, and has therefore no financial history. NNB Intressenter has secured financing of the Offer through Nordic Capital, as described above.

7 7 Öhman is a privately owned group of companies founded in Öhman has three principal businesses; assets and fund management and private banking, with SEK 78 billion assets under management, private equity investments in technology companies through Neqst and being the main owner in Nordnet. Nordnet is Öhman s and the Dinkelspiel family s largest financial engagement. Nordic Capital was founded in 1989 and is today a leader in private equity investments in Northern Europe. Nordic Capital Fund VIII has a committed capital of in total EUR 3.5 billion. Since its inception, Nordic Capital has invested more than EUR 10 billion in over 90 portfolio companies and has made more than 150 material add-on acquisitions. The current portfolio includes 32 companies with aggregate revenues of over EUR 14 billion. Nordic Capital is by far the most active private equity investor in the Nordic financial services sector and this sector currently represents around 15 per cent of the consolidated revenues across the portfolio. Significant transactions completed by Nordic Capital in the financial services sector include, among others, the acquisitions of Resurs Bank, Solid Försäkring, Point International, Lindorff and Bambora. Due diligence NNB Intressenter has, in connection with the preparation for the Offer, conducted a limited due diligence review of Nordnet, mainly to confirm the information that Nordnet has made public. During the due diligence review, NNB Intressenter has, inter alia, reviewed legal, financial and commercial information. Nordnet has informed NNB Intressenter that no information that has not already been disclosed by Nordnet, and that is considered inside information, has been provided to NNB Intressenter during the due diligence review. Employees in Nordnet The Öhman Group and Nordic Capital value the commitment and the work carried out by Nordnet s employees, and intend to safeguard the relationship that Nordnet has to its employees. The Öhman Group and Nordic Capital intend to support Nordnet s management team in executing the investments set out above and in accelerating the growth of the Company, and do not envisage any changes regarding Nordnet s organisation, employees, including the terms of employment, nor the locations where the Company operates its business. Share awards granted by Nordnet to participants in Nordnet s long-term incentive plans The Offer does not include share awards granted by Nordnet to participants in Nordnet s long-term incentive plans. NNB Intressenter intends to work towards a fair treatment of the participants in the plans in connection with the transaction.

8 8 Indicative timetable 11) Around 2 December 2016 Around 5 December January 2017 Around 30 January 2017 Publication of the offer document Acceptance period Settlement of the Offer NNB Intressenter reserves the right to extend the acceptance period, as well as to postpone settlement of the Offer. NNB Intressenter will announce such extension of the acceptance period and/or postponement of settlement by a press release. Settlement of the Offer to Nordnet s shareholders will commence as soon as NNB Intressenter has announced that the conditions for completion of the Offer have been fulfilled, or if NNB Intressenter otherwise decides to complete the Offer. Subject to that such announcement is made no later than 25 January 2017, settlement is expected to commence around 30 January Compulsory redemption and delisting As soon as possible after NNB Intressenter has acquired shares representing more than 90 per cent of the total shares in Nordnet, NNB Intressenter intends to initiate compulsory redemption of the remaining shares. In connection therewith, NNB Intressenter intends to promote a delisting of the Nordnet shares from Nasdaq Stockholm. Governing law and disputes The Offer and the agreements entered into between NNB Intressenter and Nordnet s shareholders in relation to the Offer, shall be governed by and interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court as first instance. The Takeover Rules and the Swedish Securities Council s rulings and statements regarding interpretation and application of the Takeover Rules, and, where appropriate, the Swedish Securities Council s rulings and clearance regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee s rules previously applicable to public takeover offers on the stock market, are applicable to the Offer. NNB Intressenter has, in accordance with the Stock Market (Takeover Bids) Act (2006:451) on 24 October 2016, undertaken, in writing, towards Nasdaq Stockholm to comply with mentioned rules, rulings and statements, and to adhere to the sanctions that Nasdaq Stockholm may impose on NNB Intressenter for breach of the Takeover Rules. NNB Intressenter has on 25 October 2016 informed the Swedish Financial Supervisory Authority about the Offer and about the above obligations to Nasdaq Stockholm. Advisors Carnegie Investment Bank AB (publ) is financial advisor and Advokatfirman Cederquist is legal advisor to NNB Intressenter in connection to the Offer.

9 9 Contact information: NNB Intressenter Tom Dinkelspiel, chairman of the board of E. Öhman J:or AB, tel.: + 46 (0) Christian Frick, Partner NC Advisory AB, advisor to the Nordic Capital Funds, tel.: +46 (0) Information is also available at NNB Intressenter s website The information was submitted for announcement at 08:30 a.m. (CET) on 25 October 2016.

10 10 IMPORTANT INFORMATION This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original version and the English translation, the Swedish original version shall prevail. The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country any such action will not be permitted or sanctioned by NNB Intressenter. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, , telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a nondiscretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. NNB Intressenter will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. For purposes of this section United States and U.S. means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia). Forward-looking information Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as anticipates, expects, believes, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of NNB Intressenter. Any such forward-looking statements speak only as of the date on which they were made and NNB Intressenter has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

11 11 1) The Öhman Group refers to the companies E. Öhman J:or AB, reg. no , Premiefinans K. Bolin AB, reg. no , and Gummesson Gruppen AB, reg. no , which are controlled by members of the Dinkelspiel family, and to 17 members of the Dinkelspiel family. 2) Nordic Capital Fund VIII refers to Nordic Capital VIII Limited acting in its capacity as general partner of Nordic Capital VIII Alpha, LP and Nordic Capital VIII Beta, LP, together with associated co-investment vehicles. Nordic Capital VIII Limited is a limited liability company established in accordance with the laws of Jersey, and with registered office in St Helier, Jersey. Nordic Capital refers to Nordic Capital Fund VIII and/or funds preceding Nordic Capital Fund VIII (depending on the context). 3) A company newly formed by Nordic Capital, under name change from Goldcup AB to NNB Intressenter AB. 4) Based on 175,027,886 outstanding shares, of which 643,523 are held by the Company. If Nordnet prior to the settlement of the Offer pays dividend or makes any other value transfer to shareholders, the Offer as set out above will be reduced accordingly. 5) By contributing its shares in Nordnet to NNB Intressenter valued at SEK 35 per share, the Öhman Group will receive a lower value per Nordnet share than those shareholders that accept the Offer. Nordic Capital and the Öhman Group have however agreed that the Öhman Group may, depending on the outcome of NNB Intressenter s investment, wholly or partly, at a later stage receive compensation for this difference. The agreed compensation may however never result in the Öhman Group receiving a higher aggregate value per Nordnet share than what the Öhman Group would have received if it had contributed its shares to NNB Intressenter valued at the price in the Offer (SEK 37). 6) The agreements entitle the selling shareholders to be compensated if (i) NNB Intressenter increases the Offer price, whereby such compensation will equal the increase, and if (ii) Nordic Capital or NNB Intressenter were to resell the shares within six months from the date of the agreement, whereby such compensation will amount to the difference between the price per share in the Offer and the price per share that Nordic Capital or NNB Intressenter received as consideration in the resale. To the extent that compensation is paid out in accordance with the aforementioned provisions regarding resales, the consideration per share for shares acquired in the Offer will be with an equal amount. 7) See footnote 4 above. 8) See footnote 5 above. 9) See footnote 6 above. 10) Under name change from Goldcup AB. 11) The indicative timetable is subject to that all conditions for completion of the Offer have been fulfilled or waived during the initial acceptance period, including the necessary authority approvals (see above). If the necessary authority approvals have not been obtained during the initial acceptance period, the acceptance period may be extended and the settlement be postponed.