INSR - Private placement successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 2 February 2017
Reference is made to the stock exchange release on 1 February 2017 where Insr Insurance Group ASA ("Insr" or the "Company") announced the launch of a private placement of shares in the Company .
The Company is pleased to announce that it has received binding orders for subscription of 18,000,000 shares (the "Offer Shares") at a subscription price of NOK 7.00 per share, corresponding to gross proceeds of NOK 126,000,000 million (the "Private Placement"). Due to strong demand the transaction was upsized during bookbuilding, and the subscription price represents a 2.2% premium to the closing price on 1 February 2017. The Private Placement was significantly oversubscribed and attracted strong interest from both existing shareholders and new institutional investors.
Insr intends to use the net proceeds of the Private Placement to reduce reinsurance as well as for general corporate purposes. The increase in equity will enable Insr to retain a larger share of earned premiums and improve profitability. This represents an opportunity to accelerate the process of implementing Insr’s new strategy.
Completion of the Private Placement is conditional upon (i) the Company's shareholders resolving to issue the Offer Shares and the Subsequent Shares (defined below if applicable) at an extraordinary general meeting to be held on or about 27 February 2017 (the "EGM"), (ii) approval by the Norwegian Financial Supervisory Authority (the "NFSA") of the issuance of the Offer Share and the Subsequent Shares (defined below if applicable) and (iii) registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises (the "Conditions").
Conditional notification of allotment and payment instructions will be sent to applicants who have been allocated Offer Shares on 2 February 2017.
Subject to fulfilment of the Conditions, the payment date for the Offer Shares has been set to 28 February 2017 with delivery of the Offer Shares expected on or about 2 March 2017. The Offer Shares will be issued at a separate ISIN number pending listing of the Offer Shares on Oslo Børs. The Offer Shares will not be tradable on Oslo Børs until a listing prospectus has been approved and made public, following which the Offer Shares will be transferred to the Company's ordinary ISIN and thus automatically listed and tradable on Oslo Børs.
The board of directors is of the opinion that the Private Placement is in the best interest of the Company and the shareholders. The Private Placement allows the Company to raise capital more quickly and at more favourable terms than a rights issue would have allowed. Specifically, the Private Placement allows the Company to initiate dialogues with reinsurers well in advance of the annual 1 April deadline for adjustments to the level of reinsurance. Furthermore, the Private Placement strengthens the Company's shareholder base.
The Company will nevertheless, subject to completion of the Private Placement, launch a subsequent offering (the "Subsequent Offering") of up to 4,000,000 new shares with a subscription price of NOK 7.00 per share directed towards existing shareholders in the Company as of the end of trading 1 February 2017 (and as registered in the VPS as of the end of 3 February 2017) who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Consequently, the shares in the Company will trade excluding the right to participate in the Subsequent Offering from today. The board of directors may, however, in its sole discretion decide to cancel the Subsequent Offering.
The following primary insiders have ordered and been conditionally allocated shares in the Private Placement:
Chief Executive Officer, Espen Husstad has been allocated 107,000 shares and will subject to completion of the Private Placement hold 301,985 shares in the Company and 600,000 options.
Chairman of the Board, Åge Korsvold has through his company Gyljandi AS been allocated 115,000 shares and will subject to completion of the Private Placement together with related parties hold 913,082 shares in the Company.
Board member, Ulf Spång has been allocated 200,000 shares and will subject to completion of the Private Placement hold 500,000 shares in the Company.
Board member, Christer Karlsson has through his company Karpau AB been allocated 50,000 shares and will subject to completion of the Private Placement hold 66,000 shares in the Company.
Board member, Ragnhild Wiborg has through her company Cerebrum Invest AS been allocated 28,000 shares and will subject to completion of the Private Placement hold 28,000 shares in the Company.
Carnegie AS has acted as sole manager and bookrunner in connection with the Private Placement.
For further information, please contact:
Bård Standal, Chief Financial Officer
Insr Insurance Group ASA
Phone: +47 41 52 14 90
This information is subject of the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
About Insr Insurance Group ASA:
Insr Insurance Group ASA was established in 2009 and is an independent insurance group. The headquarter is in Oslo. Insr has a license for all groups of non-life insurance, except for credit and guarantee insurance. The Group serves both private and business markets through direct sales or via agents and insurance brokers.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
T his publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Insr and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Insr assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.