EASYBANK ASA AND BRABANK ASA TO COMBINE - CREATING A LEADING DIGITAL NICHE BANK WITH A NORDIC FOOTPRINT
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On 12 June 2020 Easybank ASA (Easybank) and BRAbank ASA (BRAbank) adopted a joint merger plan with the intent to create a leading consumer and SME digital niche bank with a Nordic footprint.
- The combination is intended to create significant value and benefits for both set of shareholders,from consolidating to one cost base and from generating revenue synergies from complementarydistribution strengths.
- Easybank will be the surviving entity and CEO Oddbjørn Berentsen will continue as CEO for thecombined bank, which will be named BRAbank and listed on Merkur Market.
- The headquarter will be in Oslo, Norway.
- Easybank's Chairman Svein Lindbak will be appointed Chairman for the combined bank, andBRAbank's Chairman Viggo Leisner will be appointed Vice Chairman.
- BRAbank's shareholders will receive 0.075724 shares in Easybank for each share in BRAbank,representing 50% of the total outstanding shares following the merger.
- The transaction is recommended by the Board of Directors of both Easybank and BRAbank, and67,25% of Easybank shareholders and 52,03% of BRAbank shareholders have pre-committed to votein favour of the transaction.
- The transaction is subject to shareholder approval from both Easybank and BRAbank, as well asregulatory approvals. The transaction is expected to close by the end of Q3 2020.
Key figures for the combined bank (pro-forma consolidated figures):
- Gross loans as of 31 March 2020: MNOK 7.054
- Interest income 2019: MNOK 761
- Equity as of 1 January 2020: MNOK 1.252
"We look forward to combining with BRAbank and creating a strong platform for continuing the growth in the Nordic consumer finance market and strengthening the distribution of our SME products. The banks have complementary products, market segments and geographical coverage. With this transaction we will utilize our scalable platform and increase our self-funding capability, to drive attractive return on equity and shareholder value. " says Oddbjørn Berentsen, CEO of Easybank.
"The combination of Easybank and BRAbank will create a strong and scalable player, which will give a solid basis for realising our ambitions more effectively. The market and regulatory trends in the Norwegian and Nordic consumer finance markets have increased the need for scale and strong capitalisation. This is probably the best strategic fit among the niche bank players" says Svein Lindbak and Viggo Leisner, respective Chairmen of Easybank and BRAbank.
Transaction details and expected timetable
The proposed transaction will be an all share merger, with BRAbank shareholders to receive 0.075724 Easybank shares per BRAbank share, totalling 47,397,190 new Easybank shares.
The existing BRAbank shareholders will hold 50% of total outstanding shares after the merger. The total number of outstanding shares in Easybank following the merger will be 94,794,380. In connection with and as a condition for completion of the merger, Easybank will conduct a reduction of the shares' nominal amount from NOK 7 to NOK 2 by way of a share capital decrease. Easybank and BRAbank will call for extraordinary general meetings to approve the transaction, expected to be held on or about 16 July 2020.
Approval of the transaction from the Norwegian Financial Supervisory Authority is expected in September 2020, and subject to close of the statutory creditor notice period and all conditions being met, the transaction is expected to be completed by the end of September 2020. BRAbank's outstanding bond loans Monobank ASA 17/27 FRN C SUB, Monobank ASA 17/PERP FRN C HYBRID and BRAbank ASA 20/30 FRN C SUB will continue unchanged with new debtor.
The Board of Directors for the combined bank will be Svein Lindbak (Chairman), Viggo Leisner (Vice Chairman), Kristin Krohn Devold, Irene Terkelsen, Jan Kleppe, Øyvind Oanes and Siv Børge-Ask (in addition to employee-elected members).
The merger plan is now to be registered and announced in the Norwegian Register of Business Enterprises. The merger plan has been published on www.newsweb.no and is also available on https://easybank.no/om-oss/investor/ and https://brabank.no/investor/
Pursuant to the merger plan, Easybank's board of directors will propose that the extraordinary general meeting resolves to issue (i) 1,050,673 new warrants to existing warrant holders in BRAbank with an exercise period between 1 March 2021 and 23 February 2023 and an exercise price of NOK 38.83 per share if exercised 1 March 2021, NOK 40.81 if exercised between 1 March 2021 and 2 March 2022 and NOK 42.79 if exercised between 2 March 2022 to 23 February 2023 and (ii) 672 052 new warrants to existing warrant holders in BRAbank with expiry 23 May 2023 at an exercise price of NOK 19.81 per share subject to an increase of 5% per annum with the first increase on 1 September 2020. Each such warrant will entitle its holder to subscribe for one new ordinary share in the combined bank.
Easybank's board will also propose that the extraordinary general meeting grants the board an authorisation to increase the combined bank's share capital by up to NOK 4,000,000 in connection with adoption of a new share incentive program for key management in the combined bank.
The notice of the extraordinary general meeting in Easybank will be sent to the shareholders of Easybank and published on www.notc.no in due course. The notice of the extraordinary general meeting in BRAbank will be sent to the shareholders of BRAbank and published on www. newsweb.no in due course.
A presentation of the combined bank has been published on www.newsweb.no and is also available on https://easybank.no/om-oss/investor/ and https://brabank.no/investor/stock-exchange-notices/
Sparebank 1 Markets AS has acted as financial advisor and advokatfirmaet Schjødt as legal advisor in connection with the merger.
Investor and media contacts: For further information contact: Oddbjørn Berentsen, CEO at Easybank, phone: +47 924 66 688, or email: firstname.lastname@example.org
For questions regarding BRAbank please contact Viggo Leisner, Chairman of the Board at BRAbank, phone: +47 920 69 998.
About Easybank: Easybank ASA is a digital niche bank focusing on consumer finance and diversifying into B2B following the acquisition of the fintech company Fundu ASA in 2019. Easybank is based in Oslo and is based on a bank founded in 2003 and re-branded in 2016 to Easybank involving new management and Board of Directors in addition to significant changes in the shareholder base. The bank offers unsecured lending to qualified private individuals in Norway. 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. Easybank is an independent bank with 27 full time employees, approximately 420 shareholders and is listed on the NOTC list with ticker symbol EASY. Further information about Easybank, including its board and directors and executive management, is available on https://easybank.no/om-oss/investor/.
About BRAbank: 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 and started operation as Monobank in November 2015 and merged with BRAbank in June 2019. 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. BRAbank is an independent bank with 50 employees, approximately 1,300 shareholders and is listed on the Oslo Stock Exchange's Merkur Market with ticker symbol BRA-ME. Further information about BRAbank, including its board of directors and executive management, is available on https://brabank.no/investor/.
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