Beskrivning
Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Finans |
Industri | Bank |
2023-10-26 16:30:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR ANY OF THE SECURITIES MENTIONED IN
THE ANNOUNCEMENT.
Oslo, 26 October 2023.
SpareBank 1 SR-Bank ASA (the "Bank" or the "Company") has engaged Arctic
Securities AS, SpareBank 1 Markets AS and SpareBank 1 SR-Bank ASA, avd.
Corporate Finance (together jointly referred to as the "Managers") as managers
of a contemplated private placement of new shares directed towards Norwegian and
international investors after the close of trading on Euronext Oslo Børs today
(the "Private Placement").
In the Private Placement, the Bank is offering new shares (the "Offer Shares")
to raise gross proceeds of up to approximately NOK 1,000,000,000. The
subscription price per Offer Share (the "Offer Price") and the number of Offer
Shares to be issued will be determined by the Board of Directors of the Bank
(the "Board") on the basis of a book-building process. The minimum offer price
will correspond to the average volume-weighted price for the Bank's shares
traded on the Oslo Stock Exchange on 26 October 2023 less 2.00% (the "Minimum
Offer Price").
The Bank intends to use the net proceeds from the Private Placement to meet
increased regulatory capital requirements, as well as to be able to continue its
current dividend policy while maintaining lending growth in 2024.
The Private Placement has, subject to certain conditions, been fully
underwritten at the Minimum Offer Price by an underwriting consortium consisting
of among others Sparebankstiftelsen SR-Bank, SpareBank 1-Stiftinga Kvinnherad
and Swedbank AB. The underwriting fee is 1.00% of the total underwritten amount.
The application period is from 26 October 2023 at 16:30 hours CEST to 27 October
2023 at 08:00 hours CEST (the "Application Period"). The Bank together with the
Managers reserve the right, at their own discretion, to close or extend the
Application Period at any time and for any reasons and on short or without prior
notice. If the Application Period is shortened or extended, the other times and
dates referred to herein may be amended accordingly.
The Private Placement is directed towards investors subject to applicable
exemptions from relevant prospectus, filing and registration requirements. The
minimum subscription and allocation amount in the Private Placement will be a
number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The
Bank may, at its sole discretion, allocate Offer Shares for an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirement
pursuant to Regulation (EU) 2017/1129 on prospectuses for securities and the UK
Prospectus Regulation, are available.
Participants in the underwriting consortium for the Private Placement are
guaranteed an allocation of either their respective pro rata ownership in the
Bank or up to 50% of their underwritten obligation. The allocation of the
remaining Offer Shares to be issued will be made at the sole discretion of the
Board in consultation with the Managers. Notification of allotment and payment
instruction (the "Notification") will be sent to the applicant by the Managers
on or about 27 October 2023, subject to any shortening or extensions of the
Application Period.
Settlement of the Offer Shares to the investors in the Private Placement is
expected to take place on or about 31 October 2023 on a delivery versus payment
("DvP") basis, except for delivery to Sparebankstiftelsen SR-Bank and SpareBank
1-stiftinga Kvinnherad. Delivery of the Offer Shares will, in order to
facilitate DVP, be made by delivery of existing and unencumbered shares in the
Bank already admitted to trading on Euronext Oslo Børs to be borrowed from
Sparebankstiftelsen SR-Bank (the "Share Lender"), pursuant to a share lending
agreement between the Company, the Managers and the Share Lender (the "Share
Lending Agreement"). The Offer Shares delivered to applicants other than
Sparebankstiftelsen SR-Bank and SpareBank 1-stiftinga Kvinnherad will thus be
tradable from allocation. The Managers will settle the share loan with new
shares in the Bank to be resolved issued by the Board pursuant to an
authorization to increase the share capital of the Company granted by the
Company's annual general meeting on 13 April 2023 (the "Board Authorization").
Delivery of the Offer Shares allocated to Sparebankstiftelsen SR-Bank and
SpareBank 1-stiftinga Kvinnherad (the "Remaining Shares") will be made by
issuance of new shares pursuant to the Board Authorization.
The completion of the Private Placement by delivery of Offer Shares is subject
to (i) all corporate resolutions of the Bank required to implement the Private
Placement, including issuance of the Offer Shares, being validly made, including
(without limitation) the Board resolving to consummate the Private Placement and
increase the share capital by the issuance the Offer Shares pursuant to an
authorization granted by the Bank's annual general meeting on 13 April 2023, and
(ii) the Share Lending Agreement being validly entered into and in full force
and effect, and (iii) receipt of payment in full for the allocated Offer Shares
(jointly the "Conditions").
Delivery of the Remaining Shares is in addition to being subject to the
Conditions also conditional upon the share capital increase pertaining to the
issuance of the Remaining Shares being validly registered with the Norwegian
Register of Business Enterprises ("NRBE") and the allocated Remaining Shares
being validly issued and registered in the VPS. The Remaining Shares cannot be
traded on Euronext Oslo Børs before the share capital increase pertaining to the
issuance of the Remaining Shares has been registered with the NRBE.
The Private Placement will be cancelled if the Conditions are not fulfilled and
may be cancelled by the Bank in its sole discretion for any other reason.
Neither the Managers nor the Bank will be liable for any losses if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
As part of the plan for merger entered into between SpareBank 1 SR-Bank ASA and
SpareBank 1 Sørøst-Norge 26 October 2023, the Bank has in favor of SpareBank 1
Sørøst-Norge undertaken a lock-up on future share issuances and on sale of
shares, subject to customary exceptions. The term of the lock-up is until
completion of the merger with SpareBank 1 Sørøst-Norge.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for
companies listed on Euronext Oslo Børs and Euronext Oslo Børs' Guidelines on the
rule of equal treatment.
The Board is of the view that it will be in the common interest of the Bank and
its shareholders to raise the new equity through an underwritten private
placement. The Board has in reaching this conclusion inter alia emphasized that
carrying out a rights issue in parallel with the merger process with SpareBank 1
Sørøst-Norge would be highly complex. Further, by structuring the transaction as
an underwritten private placement, the Bank will be able to raise new equity in
a time efficient manner, and with a lower discount to the current trading price,
at a lower cost and with lower execution risk compared to a rights issue. In
addition, the amount of new equity to be raised is relatively low compared to
the market value of the Bank. The Board will, following expiry of the
Application Period, consider whether a subsequent repair offering shall be
implemented. However, based on the preliminary considerations of the Board, the
Board does not expect that the Bank will conduct a subsequent repair offering.
Advokatfirmaet Selmer AS is acting as legal advisor to SpareBank 1 SR-Bank ASA,
and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact:
Benedicte Schilbred Fasmer, CEO, SpareBank 1 SR-Bank ASA, Tel. + 47 950 60 034
Inge Reinertsen, CFO, SpareBank 1 SR-Bank ASA, Tel. +47 909 95 033
This information subject to the disclosure requirements pursuant to Section 5-12
the Norwegian Securities Trading Act.
About SR-Bank:
SpareBank 1 SR-Bank is the second largest Norwegian owned financial group and
operates in most parts of South Norway, which includes Vestland, Rogaland,
Agder, and the Oslo area. SR-Bank is a Systemically Important Financial
Institution (SIFI). The group provides financial products and services to over
370 thousand customers, including loans and deposits, mutual funds and asset
management, insurance and pension savings, payment and financing services, real
estate brokerage, accounting services and services related to the money and
capital market. The head office is in the city of Stavanger.
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. Neither the Managers nor any of its respective
affiliates or any of their respective directors, officers, employees, advisors
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
Bank, 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. This announcement has been prepared
by and is the sole responsibility of the Bank.
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 or from the United States, Australia, Canada, Japan, The
Hong Kong Special Administrative Region of the People's Republic of China, South
Africa or any other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction. The publication, distribution or release
of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
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"), and may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission or an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in accordance with applicable U.S. state securities
laws. The Bank does not intend to register any securities referred to herein in
the United States or to conduct a public offering of securities in the United
States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State. The
expression "Prospectus Regulation" means regulation (EU) 2017/1129 of the
European Parliament and of the Council, of 14 June 2017, (together with any
applicable implementing measures in any EEA Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
This announcement is made by, and is the responsibility of, the Bank.
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")