Monobank ASA: MONO-ME - Completion of private placement
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Bergen, 23 October 2017
Completion of private placement and intention to apply for full listing within the next 12 months
Reference is made to the stock exchange announcement published 18 October 2017 regarding a private placement (the "Private Placement") in Monobank ASA ("Monobank" or the "Company").
The Company announces that the board of directors (the "Board") has resolved to complete the Private Placement with gross proceeds of NOK 175 million. The Company furthermore announces that the Board, subject to favorable equity capital market conditions, intends to apply for listing of the Company's shares on Stock Exhange Main Market within the next 12 months.
"We execute on our expansion strategy, with solid growth in Norway, geographical expansion and introduction of new verticals such as credit cards. Looking further ahead we will continue to grow and expand from our scalable platform, and search opportunities within "fin tech". As such, it is a natural step for us to aim for a full listing at the Oslo Stock Exchange", says Bent H. Gjendem, Chief Executive Officer at Monobank.
The Private Placement, which represents approximately 23.5 percent of the current outstanding share capital of the Company, was completed at the subscription price of NOK 3.70 per share, by existing shareholders and new investors.
The net proceeds to the Company from the Private Placement will be used to fund the Company's growth ambitions, provide the necessary capital for further cross border and credit card expansion and to satisfy the minimum regulatory equity capital requirements.
The Private Placement is subject to approval by an extraordinary general meeting of the Company which will be held on 8 November 2017 (the "EGM"). Notice to the EGM will be published in due course.
The Private Placement is further conditional on the Norwegian Financial Supervisory Authority approving the share capital increase and the registration of the increased share capital of the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises. Approximately NOK 10 million of the Private Placement, which was allocated to JO Capital AS causing its shareholding in the Company to exceed the statutory ownership threshold of 10%, is conditional upon JO Capital AS being granted approval to acquire such shareholding by the NFSA.
Notification of conditional allotment and payment instructions for the Private Placement will be sent to the applicants on or about 23 October 2017. The payment date for the allocated shares is expected to be on or about 9 November 2017. Barring unforeseen circumstances and subject to the abovementioned conditions, allocated shares are expected to be transferred to the applicants' accounts with the Norwegian Central Securities Depository ("VPS") by the Joint Bookrunners on or about 13 November 2017.
In order to be able to complete the Private Placement, the Board will propose to the EGM that existing shareholders' preferential rights to subscribe for new shares are set aside. The Board believes that this is in the best interest of the Company and its shareholders, allowing for the Company to raise capital more quickly and, at a lower discount, compared to a rights issue.
Subject to completion of the Private Placement, and in accordance with the announcement of 18 October 2017, the Board will propose to the EGM to authorize the Board to conduct a repair issue not exceeding an amount in NOK of EUR 4,999,999. Depending on the market development, the Board will consider further whether or not to use the authorization. The subscription price in the repair issue will be equal to the subscription price in the Private Placement. Further details of such repair issue will be announced separately.
The Board will also propose that the EGM authorizes the Board to conduct one or more additional private placements within an aggregate maximum amount of 10% of the Company's share capital.
The following primary insiders have been allocated shares in the Private Placement at the subscription price of NOK 3.70 per share:
JO Capital AS: 8,922,906 new shares, causing JO Capital AS' holding after the transaction to amount to 27,544,935 shares, of which 2,718,393 shares are conditional upon approval by the NFSA.
The Private Placement was managed by ABG Sundal Collier and Pareto Securities as Joint Bookrunners. Advokatfirmaet Schjødt acted as the Company's legal advisor.
Bent H. Gjendem, CEO, +47 996 11 996
Lene Sjøbakk, CFO, +47 940 19 896
Monobank is an internet-based bank offering unsecured lending to qualified private individuals in Norway and Finland. Operations started out of Bergen, Norway, in November 2015 after received its banking licence from the Financial Supervisory Authority of Norway. The bank also offers attractive deposit rates on its savings accounts. Deposits up to NOK 2 million are guaranteed by the Norwegian Banks' Guarantee fund, of which Monobank is a member. For further information, please visit the company web page www.monobank.no
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.