Insr Insurance Group ASA - Approval of prospectus and details of the Repair Offering
The NFSA has today approved a prospectus dated 28 November 2017 which has been prepared in connection with the listing of the Private Placement Shares and the Consideration Shares and the offering and listing of the Offer Shares described below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange release published by Insr Insurance Group ASA ("Insr" or the "Company") on 27 November 2017 where (i) the Company announced that the Norwegian Financial Supervisory Authority (the "NFSA") had approved the acquisition of 100% of the shares in Nemi Forsikring AS (the "Transaction"), (ii) that closing of the Transaction and the issuance of the 12,857,142 consideration shares to Alpha Insurance A/S (the "Consideration Shares") were expected to take place on or about 30 November 2017, (iii) that the share capital increase related to the issuance of 57,200,000 new shares (the "Private Placement Shares") in the NOK 400,400,000 private placement (the "Private Placement ") was expected to be registered in the Norwegian Register of Business Enterprises on or about 29 November 2017, and (iv) that the Private Placement Shares were expected to be delivered to the investors against payment on or about 30 November 2017.
The NFSA has today approved a prospectus dated 28 November 2017 which has been prepared in connection with the listing of the Private Placement Shares and the Consideration Shares and the offering and listing of the Offer Shares described below.
The board of directors of the Company has, as previously announced, resolved to conduct a subsequent offering of up to 5,714,285 new shares (the "Offer Shares") at a subscription price of NOK 7.00 per share (the "Repair Offering"), subject to completion of the Transaction and the Private Placement. The Repair Offering is directed at shareholders of the Company as of 29 August 2017, as registered in VPS on 31 August 2017 (the "Record Date") who have not been 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 (the "Eligible Shareholders"). Each Eligible Shareholder will be granted one non-transferable allocation right (the “Allocation Rights”) for each 7.01 existing share registered as held by such Eligible Shareholder as of the Record Date. The number of Allocation Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Allocation Right. Each Allocation Right gives the right to subscribe for, and be allocated, one Offer Share. Over-subscription will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Offer Shares will not be allocated to subscribers without Allocation Rights. The subscription period for the Repair Offering will commence at 09:00 hours (CET) on 4 December 2017 and end at 12:00 hours (CET) on 13 December 2017.
ABG Sundal Collier ASA has acted as the sole manager and bookrunner in the Private Placement and acts as the sole manager in the Repair Offering.
The prospectus, including the subscription form for the Repair Offering, will be available from 29 November 2017 at www.insr.io and www.abgsc.com, and will also be available free of charge at the business offices of the Company, Haakon VII's gate 2, 0161 Oslo, Norway.
Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the prospectus.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important Notices
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.
Forward-looking statements:
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", 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.
Anne B. Knudtzon
SVP Business Controlling & Investor Relations
Phone: +47 926 10 606
E-mail: Anne B. Knudtzon
Insr Insurance Group ASA was established in 2009 and is an independent insurance group listed on the Oslo Stock Exchange, with headquarters in Oslo. Insr has a license for all groups of non-life insurance, except for credit and guarantee insurance. The Company's main focus is on the market for property and casualty insurance for the retail and small & medium sized enterprise segments in Norway and Denmark. Insr distributes its products mainly through insurance agents and partners.
Tags: