BRAbank ASA: BRA-ME – Launch of a private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Bergen, 5 March 2020
Reference is made to the stock exchange announcement published 20 December 2019 regarding a contemplated private placement of new shares (the "Offer Shares") in BRAbank ASA (the "Company" or "BRAbank"). The Company has retained Pareto Securities AS and SpareBank 1 Markets AS as Joint Bookrunners (together the "Managers") to advise on and carry out a private placement with gross proceeds of between NOK 65 million and NOK 85 million, corresponding to between 130,000,000 and 170,000,000 Offer Shares (the "Offering Size") at a subscription price of NOK 0.50 per share (the "Private Placement").
Braganza AB, 4finance Group, Hjellegjerde Invest AS and certain other existing shareholders in the Company have collectively guaranteed that the Private Placement will be fully subscribed at the lower end of the Offering Size.
The net proceeds of the Private Placement will be used to strengthen the Company's regulatory capital.
The application period for the Private Placement opens today 5 March 2020 at 09:00 CET and closes at 10 March 2020 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period at their sole discretion and on short notice, in which case the dates set out in this announcement may be adjusted accordingly.
The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Private Placement is directed towards existing shareholders in the Company and other Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions.
The allocation will be determined at the end of the application period and final allocation will be made at the Board of Directors' sole discretion. Notification of conditional allotment will be sent to the applicants by the Managers on or about 11 March 2020. With the exception of unforeseen circumstances, the payment date for the Private Placement is expected to be on or about 13 March 2020. Any further settlement details will be stated in the Notification.
The completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the issue of the Offer Shares, including the Board of Directors' resolution to proceed with the Private Placement, (ii) registration of the reduction of the nominal value of the shares in the Company from NOK 1 to NOK 0.20 by way of a share capital decrease resolved by the Company's extraordinary general meeting 13 January 2020 in the Norwegian Register of Business Enterprises and (iii) registration of the increased equity of the Company pertaining to the Private Placement with the Norwegian Register of Business Enterprises and the Norwegian Central Securities Depositary.
The shares allocated to the subscribers will be tradeable after conditions of the Private Placement set out above have been fulfilled.
The Board of Directors has considered the Private Placement in light of applicable equal treatment obligations and is of the opinion that the contemplated transaction is in compliance with these requirements. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
Following completion of the Private Placement, the Board of Directors may consider to carry out a subsequent offering of new shares in the Company directed towards shareholders in the Company as of 10 March 2020 (as registered in the VPS on 12 March 2020) who (i) were not allocated Offer Shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be the same as the subscription price in the Private Placement.
For further information contact:
Hans Ljøen, Chief Executive Officer at BRAbank, phone: +47 481 87 750
Torbjørn Botnevik, Chief Financial Officer at BRAbank, phone: +47 982 80 233
BRAbank ASA is a digital bank focused on consumer finance in the Nordics. BRAbank is a cloud-based bank with strong focus on customer experience and fintech solutions. BRAbank is based in Bergen, Norway and started operation as Monobank in November 2015 and merged with BRAbank in June 2019. The bank has experienced strong growth.
The bank offers unsecured lending to qualified private individuals in Norway, Finland and Sweden. The screening process is based on an automated evaluation system, developed using the latest technology and advanced analytics. The bank also offers attractive deposit rates on its savings accounts.
BRAbank is an independent bank with approximately 1,300 shareholders and is listed on the Oslo Stock Exchange's Merkur Market with ticker symbol BRA-ME.
This information is published in accordance with the requirements of the Continuing Obligations of companies admitted to trading on Merkur Market.