Insr Insurance Group ASA – Contemplated private placement
Oslo, 25 June 2020
Insr Insurance Group ASA has retained Carnegie to conduct a contemplated private placement of 14,815,625 new shares, corresponding to around 10% of the outstanding share capital. The subscription price in the private placement has been set to NOK 3.75, resulting in gross proceeds of approximately NOK 55.6 million subject to all shares being issued.
The net proceeds from the private placement will be used to continue and further intensify the digitalisation of the white label strategy and for general corporate purposes.
The private placement will be directed towards existing shareholders, as well as other Norwegian and international investors, in each case subject to an exemption from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum subscription and allocation amount in the private placement will be the NOK equivalent of EUR 100 000. The company may allocate an amount below EUR 100 000 to the extent applicable exemptions from prospectus requirements are available.
Hugo Maurstad, through the company Funkybiz AS which he controls, has subscribed for and been guaranteed an allocation of NOK 25 million, and will subject to completion of the Private Placement hold 6,666,667 shares in the Company.
Celox Group has subscribed for and been guaranteed an allocation of 2 million shares, and will subject to completion of the Private Placement hold 7,243,564 shares in the Company.
Kistefos has subscribed for 9% of the shares offered in the Private Placement.
In addition, the following primary insiders will subscribe in the private placement:
Øystein Engebretsen (Chairman) 60,000 shares
Espen Husstad (CEO) NOK 500,000
Cathrine Christiansen (EVP Sales) NOK 200,000
Ingvild Gråberg (EVP Customer) 40,000 shares
Investment AB Öresund, employer of Chairman Engebretsen and therefore required to communicate share transactions, will subscribe for 25% of the shares offered in the Private Placement.
The application period for the Private Placement commences today, at 16:30 CEST on 25 June 2020, and will close at 18:00 CEST on 25 June 2020. The company, in consultation with the bookrunner, may at any time resolve to close or extend the subscription period at its sole discretion and on short notice. Allocation of the offer shares will be determined at the end of the application period, and final allocation will be made by the company's Board at its sole discretion. Notification of allocation is expected to be sent by the bookrunner on or about 26 June 2020.
The completion of the private placement is subject to (i) approval by the Board pursuant to an authorisation to increase the share capital granted by the Company’s general meeting held 20 May 2020, (ii) the Company resolving to consummate the Private Placement and allocate the Offer Shares and (iii) payment for the Offer Shares and registration of the share capital increase in the Company pertaining to the Private Placement with the Norwegian Register of Business Enterprises (Nw. “Foretaksregisteret”).
The Board has considered alternative structures for raising new equity. Following careful consideration, the Board is of the view that it will be in the common interest of Insr and its shareholders to raise equity through a private placement, setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, Insr is able to raise capital in an efficient manner and with significantly lower risks compared to a rights issue. The Private Placement improves the solvency position and accelerates the profitable growth trajectory. As the issue is done at a slight premium to the share price, no repair issue is deemed necessary. Additionally, Investment AB Öresund has asked the company to consider repaying the surplus portion of the NOK 75 million restricted tier 1 bond in order to calibrate and optimize use of capital for Insr.
For further information, please contact:
Anne B. Knudtzon, SVP Business Controlling & Investor Relations
T: +47 926 10 606
Carnegie Oslo sales desk
T: +47 22 00 93 40
Partnership insurance made easy. Insr enables you to broaden your customer or member offering through white label and co-branding insurance solutions. We provide insurance risk capital and insurance expertise, whilst you maintain your customer or member relationship. Insr is regulated by the Norwegian FSA (Finanstilsynet) and has a license for all groups of non-life insurance, except for credit and guarantee insurance.
Insr Insurance Group ASA was established in 2009 and is an independent insurance group listed on the Oslo Stock Exchange, with headquarters in Oslo. The Company’s main focus is on the market for property and casualty insurance for the retail and small enterprise segments in Norway. Insr distributes its products mainly through partners and insurance agents.