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  • The Board of Directors of DnB NOR ASA (DnB NOR) proposes terms for the rights issue – subscription price NOK 47.30 per ordinary share

The Board of Directors of DnB NOR ASA (DnB NOR) proposes terms for the rights issue – subscription price NOK 47.30 per ordinary share

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NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, JAPAN OR HONG KONG The terms are subject to approval on the Extraordinary General Meeting to be held on 19 November 2009 at 10:00 (CET): - The share capital of DnB NOR will be increased by NOK 2,961,452,460 through an issue of 296,145,246 new shares. - The subscription price will be NOK 47.30 per share (this represents an implied discount to the Theoretical Ex-Rights Price of approximately 26.7 per cent). - Shareholders who are registered in the Company’s shareholder register in the VPS as of 24 November 2009 will receive subscription rights, meaning that the share will trade exclusive of the right to receive subscription rights from and including 20 November 2009 for trades subject to ordinary T+3 settlement in the VPS. - Existing shareholders will receive 2 subscription rights for each 9 existing shares. 1 subscription right entitles the holder to subscribe and receive allocation of 1 new share. - The subscription period will commence on 26 November 2009 and end on 10 December 2009 at 17:30 (CET). - Trading of subscription rights will commence on 26 November 2009 and end on 7 December 2009. - The rights issue, except for the pro rata share of the Norwegian government, is underwritten by DnB NOR's main shareholders, and by a bank syndicate consisting of Morgan Stanley and Citi. Morgan Stanley, DnB NOR Markets and Citi are acting as joint global coordinators and joint bookrunners in the rights issue.

The Board of DnB NOR has proposed terms of the rights issue announced on 25 September 2009. The rights issue is subject to approval at the Extraordinary General Meeting to be held on 19 November 2009. Through the rights issue, the share capital of DnB NOR will be increased by NOK 2,961,452,460 through an issue of 296,145,246 new shares. Existing shareholders will be granted subscription rights giving a preferential right to subscribe for and be allocated new shares in the rights issue. Each existing shareholder will be granted 2 subscription rights for each 9 existing shares registered as being held by such existing shareholder as of 24 November 2009. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated 1 new share in the rights issue. Over-subscription by holders of subscription rights and subscription for shares without subscription rights will be permitted. Further details of the terms of the rights issue will be described in the prospectus to be released on or about 26 November 2009. The subscription rights will be tradable and listed on Oslo Børs with ticker “DNBNOR T” from 26 November 2009 to end of trading on 7 December 2009. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value. The subscription price per new share in the rights issue is NOK 47.30 per share. In line with current market practice, the subscription price corresponds to a discount of approximately 26.7 per cent to the implied Theoretical Ex-Rights Price of NOK 64.52 based on DnB NOR’s closing share price on 18 November 2009. Following completion of the rights issue, the share capital of DnB NOR will be NOK 16,287,988,610, consisting of 1,628,798,861 shares, each with a nominal value of NOK 10. The rights issue will result in gross proceeds to DnB NOR of NOK 14,007,670,136. In connection with the rights issue, underwriting agreements have been entered into with Morgan Stanley, Citi, the DnB NOR Savings Bank Foundation (Sparebankstiftelsen DnB NOR) and the National Insurance Fund (Folketrygdfondet), which on certain conditions guarantee subscription of all the shares to be offered in the rights issue except for the pro rata share of the Norwegian government. The subscription by the Norwegian government of its pro-rata share is one of the conditions for the underwriting. Expected timetable for the rights issue: 19 November 2009 Last day of trading of DnB NOR shares inclusive of rights to participate in the rights issue 20 November 2009 DnB NOR shares trade excluding rights to participate in the rights issue 24 November 2009 Record date for determining the right to receive subscription rights, at which date the VPS shareholders register for trades with ordinary settlement in VPS will show shareholders of the Company as per the end of trading on 19 November 2009 On or about 25 November 2009 Subscription rights distributed to VPS registered shareholders according to the record date transcript On or about 26 November 2009 Publication of prospectus 26 November 2009 to 10 December 2009 at 17:30 CET Subscription period 26 November 2009 to end of trading 7 December 2009 Trading in subscription rights On or about 14 December 2009 Announcement of the preliminary result of the rights issue On or about 14 December 2009 Allocation of new shares and distribution of allocation letters On or about 17 December 2009 Payment date On or about 21 December 2009 Listing and commencement of trading in the new shares Any changes to this timetable will be announced through the Oslo Børs information system. All information related to the rights issue will be made available on www.dnbnor.com For further information, please contact: Bjørn Erik Næss, CFO, tel. +47 415 05 201, e-mail bjorn.erik.naess@dnbnor.no Per Sagbakken, EVP, Investor Relations, tel. +47 906 61 159, e-mail per.sagbakken@dnbnor.no Trond Bentestuen, EVP, Corporate Communications, tel. +47 950 28 448, e-mail trond.bentestuen@dnbnor.no About DnB NOR Representing more than 180 years of financial history, DnB NOR is Norway’s largest financial services group, with more than 2.3 million Norwegian private individuals and more than 200,000 Norwegian corporate customers as of 30 September 2009. By offering a broad range of banking and other financial products and services, the Group aims to be the best financial partner to its customers and provide innovative solutions to their financial needs. The Group’s core market is Norway and its customer base is diverse, including retail customers, large corporations and institutional clients. The Group’s operations are divided into four principal business areas: Retail Banking, Large Corporates and International, DnB NOR Markets and Life and Asset Management. Please also see www.dnbnor.com. - - - - Disclaimer These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or Hong Kong. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). The Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.” The issue, exercise or sale of subscription rights (“Rights”) and the subscription or purchase of DnB NOR shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. DnB NOR assumes no responsibility in the event there is a violation by any person of such restrictions. This announcement is an advertisement. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this announcement should be interpreted as a term or condition of the rights issue. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of nil paid rights, fully paid rights and/or ordinary Shares except on the basis of information in the prospectus to be published by the company in due course in connection with the rights issue which will contain further information relating to the company as well as a summary of the risk factors to which any investment is subject. (the “Prospectus”). The Prospectus will, following publication, be available on the rights issue website at www.dnbnor.com. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information provided in the prospectus to be published by DnB NOR on its website in due course. The distribution of this announcement and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Morgan Stanley & Co. International plc. DnB NOR Markets and Citigroup Global Markets Limited are acting for DnB NOR and no one else in connection with the rights issue and will not be responsible to anyone other than DnB NOR for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this document. Forward-looking statements This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DnB NOR’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.

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