Board resolutions for approval of Merger Plan between Monobank and BRAbank

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Reference is made to the stock exchange announcement of 8 February 2019 (the "Announcement") in relation to the merger (the "Merger") of Monobank ASA ("Monobank") and BRAbank ASA ("BRAbank").

On 14 February 2019, the respective boards of Monobank and BRAbank have unanimously approved and decided upon a final merger plan in line with the terms previously announced (the "Merger Plan").

The Merger Plan is now to be registered and announced in the Norwegian Register of Business Enterprises. Furthermore, the Merger Plan is subject to approval by the annual general meetings of each of Monobank and BRAbank expected to be held on 20 March 2019.

The Merger Plan has been published on www.newsweb.no and is also available on www.monobank.no/ir.

Pursuant to the Merger Plan, Monobank's board of directors have proposed that the annual general meeting resolves:

  • to approve the share capital increases in relation to Private Placement I, Private Placement II, Private Placement III and Private Placement IV with aggregate gross proceeds between NOK 100 million and NOK 130 million, as further described in the Announcement;
  • to issue 13,875,000 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 2.94 per share, subject to an increase of 5 % per annum with the first increase on 2 March 2021; and
  • to extend the expiry date for 8,875,000 of the outstanding warrants in Monobank to 23 May 2023 at an exercise price of NOK 1.50 per share subject to an increase of 5 % per annum with the first increase on 1 September 2019.

Each such warrant will entitle its holder to subscribe for one new ordinary share in Monobank.

Monobank's board has also proposed that the annual general meeting grants the board an authorisation to increase Monobank's share capital by up to NOK 1,387,500 in connection with the transfer of BRAbank's employee option program to Monobank as part of the Merger. The employee options will have an exercise period from 2019 to 2021 and a subscription price of NOK 2.67 per share if exercised in 2019, subject to an increase of 5 % per annum.

Based on recommendation from the nomination committee, the board of directors has proposed that the annual general meeting appoints the following board of directors until completion of the Merger:

Jan Greve-Isdahl (Chairman), Mette Henriksen, Tore Hopen, Thorhild Eide Torgersen and Guro Henriksen Røberg.

The notice of the annual general meeting in Monobank will be sent to the shareholders of Monobank and published on www.newsweb.no in due course.

Investor and media contacts:

For further information contact:

Bent H. Gjendem, Chief Executive Officer at Monobank, phone: +47 996 11 996

About Monobank

Monobank ASA is a digital bank focused on consumer finance in the Nordics. Monobank is a cloud based bank with strong focus on customer experience and fintech solutions. Monobank is based in Bergen, Norway and started operation in November 2015. The bank has experienced strong growth and became profitable after only three quarters. The bank offers unsecured lending to qualified private individuals in Norway and Finland. The screening process is based on an automated evaluation system. Loans are granted up to NOK 500,000. 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. Monobank is an independent bank with approximately 1,000 shareholders and was listed on the Oslo Stock Exchange's Merkur Market on 16th February 2017 under the ticker symbol MONO-ME. Monobank has been awarded with "Great Place to Work" twice since the start.

This information is subject of the disclosure requirements pursuant to section 3.2 of the continuing obligations of companies admitted to trading on Merkur Market.

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