SpareBank 1 SR-Bank ASA : Terms for rights issue
On 8 February 2012 SpareBank 1 SR-Bank announced plans to strengthen equity through a underwritten rights issue of up to NOK 1,500 million and a private placing of up to NOK 130 million for employees of the group.
On 13 April the Board of Directors proposed that the general meeting approves an increase of the company share capital by gross proceeds of up to NOK 1.5 billion by the issue of new shares, with pre-emptive subscription rights for existing shareholders. The purpose of the increase in the share capital is to strengthen the company's ability to meet the financing needs of its customers pro-actively, and to strengthen its capital adequacy.
Rights issue of up to NOK 1.5 billion
The Board of Directors of SpareBank 1 SR-Bank proposes the terms for the rights issue, with a subscription price of NOK 27 per share.
The terms for the rights issue must be considered and adopted by the extraordinary general meeting of SpareBank 1 SR-Bank, which is held today, 9 May 2012 at 5 p.m.
- The subscription price per share will be NOK 27. This is 23.83 per cent lower than the theoretical price excluding subscription rights
- The share capital of SpareBank 1 SR-Bank will increase by NOK 1,388,888,875 following the issue of 55,555,555 new shares, each with a nominal value of NOK 25
- Shareholders at the end of 14 May 2012, as registered in the bank's register of shareholders in VPS as of the end of this date, will receive 2.7858772 subscription rights for every 10th existing share (0.27858772 subscription rights per existing share, rounded down to the closest whole subscription right). Each subscription right gives the shareholder the right to subscribe for and be allotted a new share
- The first listing date excluding subscription rights will be 10 May 2012
- The subscription period will begin on 18 May at 9 a.m. and end on 1 June 2012 at 5.30 p.m. (Norwegian time)
- Trade of subscription rights will correspondingly begin on 18 May at 9 a.m. and end on 1 June 2012 at 5.30 p.m. (Norwegian time) Subscription rights may be freely traded and listed on the Oslo Børs with the ticker "SRBANK T". Subscription rights that are not used or traded during the subscription period will be cancelled and thereby lose all value.
Oversubscription and subscription without subscription rights will be allowed. For further information on the terms for the rights issue, please refer to the prospectus that is expected to be published 10 May 2012.
The rights issue will provide gross proceeds of NOK 1,499,999,985 and is fully underwritten.
Expected plan for implementation:
|09 May||Resolution on the issues at the extraordinary general meeting|
|09 May|| The last day the shares are traded including the right to receive subscription rights in the|
rights issue (cut-off date)
|10 May||Existing shares are traded excluding subscription rights|
|10 May||Prospectus published|
|14 May||By the end of this day all shareholders with a right to receive subscription rights will be apparent from the bank's owner registry (registration date). For shares purchased on the stock exchange with ordinary settlement in VPS, this will apply to shareholders at the end of trading on 10 May.|
|14 May||Subscription rights are transferred to the individual shareholder's VPS account.|
|18 May 9 a.m. to 1 June 5.30 p.m.||Subscription period for new shares|
|18 May 9 a.m. to 1 June 5.30 p.m.||Period where subscription rights may be traded|
|7 June||Allotment of new shares and distribution of allotment letters|
|12 June||Payment of allotted shares|
|Approx. 19 June||New certificate of incorporation is available. New shares are issued.|
|Approx. 20 June||First day of trading for new shares on the Oslo Børs|
Any changes to this plan will be published through Oslo Børs' notification system. All information on the rights issue will be available at www.srbank.no/info.
Employee issue of up to NOK 130 million
The employee issue is an offering from SpareBank 1 SR-Bank to issue up to 4,814,814 new shares at a subscription price of NOK 27 per new share, which corresponds to total gross proceeds of up to NOK 129,999,978, directed at permanent employees of the bank or its wholly-owned subsidiaries, and who have not been terminated as of 9 May 2012.
Each employee may be allotted a maximum of 3,703 new shares.
The employee issue will be carried out in parallel with the rights issue. Through the employee issue the share capital of SpareBank 1 SR-Bank will increase by up to NOK 120,370,350 following the issue of 4,814,814 new shares, each with a nominal value of NOK 25. The employee issue will provide gross proceeds of up to NOK 129,999,978.
When the rights issue and employee issue have been carried out, SpareBank 1 SR-Bank's share capital laid down by the Articles of Association will be minimum NOK 6,376,130,625 and maximum NOK 6,496,500,950, divided between minimum 255,045,225 and maximum 259,860,038 shares, each with a nominal value of NOK 25.
SpareBank 1 SR Markets, SpareBank 1 Markets, Arctic Securities and Pareto Securities are
Inge Reinertsen, Chief Financial Officer, tel. +47 909 95 033
Thor-Christian Haugland, Executive Vice President Communications, tel. +47 480 31 633
Vidar Torsøe, Vice President Investor Relations, tel. +47 970 80 656