The Main Board of Directors of SpareBank 1 Nord-Norge proposes the subscription price and the number of equity certificates to be issued in the rights offering and the employee offering. 

 

On 8 September 2013 the Main Board of Directors of SpareBank 1 Nord-Norge resolved to propose the terms of the previously announced rights offering of about NOK 750 million to the Supervisory Board. The subscription price was set at NOK 22,65  per equity certificate, and it was resolved to issue 33,104,494  equity certificates in the rights offering. The subscription price in the employee offering was set at NOK 21.00 per equity certificate.

 

The subscription price per equity certificate in the rights offering is 32.6 percent lower than the last quoted trading price on 6 September 2013 and 24.4 percent lower than the theoretical ex rights price based on the last quoted trading price.

 

Equity certificate holders in SpareBank 1 Nord-Norge as of 9 September 2013, as registered as holders of equity certificates in the savings bank's register of equity certificate holders in the VPS as of 12 September 2013, will be allocated subscription rights. The equity certificates will trade exclusive of the right to receive subscription rights from and including 10 September 2013. Equity certificate holders in SpareBank 1 Nord-Norge will receive 0.5 subscription rights for each existing equity certificate, rounded down to the nearest whole subscription right. One subscription right will entitle the holder to subscribe for and be allocated one new equity certificate.

 

The subscription period is expected to commence on 13 September 2013 at 09:00 hours (CET) and end on 27 September 2013 at 1630 hours (CET).

 

The subscription rights will be tradable and are expected to be listed on Oslo Børs with ticker "NONG T" from 13 September 2013 to 27 September 2013 at 1630 hours. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.

 

Over-subscription and subscription for shares without subscription rights will be permitted. Further details of the terms of the rights offering will be described in the prospectus expected to be published on or about 12 September 2013.

 

In connection with the rights offering, underwriting agreements have been entered into with SpareBank 1 SR-Bank, SpareBank 1 SMN, Sparebanken Hedmark, Samarbeidende Sparebanker AS, Sparebankstiftelsen SpareBank 1 Nord-Norge and other underwriters amongst the bank's largest existing equity certificate holders.

 

The gross proceeds of the rights offering will amount to around NOK 750 million. SpareBank 1 Nord-Norge's issued nominal equity certificate capital will be increased by NOK 595,880,892following the issue of 33,104,494  new equity certificates in the rights offering, each with a nominal value of NOK 18.

 

The bank has an authorization to conduct private placements of up to NOK 320 million. Part of this authorization will be utilized to conduct a private placement towards employees of the SpareBank 1 Nord-Norge Group. In the stock exchange notice dated 13 August 2013, the Main Board of Directors of SpareBank 1 Nord-Norge proposed to utilize up to NOK 200 million of this authorization to conduct one or more private placements. Based on feedback from certain owners and the bank's estimated capital need, the Main Board of Directors has resolved to postpone the completion of other private placements than the employee offering.  

 

Employees of the SpareBank 1 Nord-Norge Group, including Main Board of Directors of the bank and regional board members, will be invited to subscribe for a minimum of NOK 10,000 and maximum NOK 200,000 each in new equity certificates with a 3-year lock-up period. The subscription price in the employee offering will be NOK 21.00 per equity certificate, as approved by the Supervisory Board of the bank and in accordance with previous practice.  The subscription price is approximately 30 per cent below estimated market price (TERP-discount). The employee offering will be executed in parallel with the rights offering.

 

Through the employee offering, SpareBank 1 Nord-Norge's nominal equity certificate capital will be increased by up to NOK 25,714,278 through the issuance of up to 1,428,571  new equity certificates, each with a nominal value of NOK 18.

 

Following the completion of the proposed rights offering, the employee offering and a reduction in the nominal equity certificate capital (reference is made to the stock exchange notice dated 13 August 2013) the nominal equity certificate capital of the savings bank will be minimum NOK 1,787,642,676 and maximum NOK 1,813,356,936, consisting of minimum 99.313.482 and maximum 100.742.052  equity certificates, each with a nominal value of NOK 18.

 

After the completion of the rights offering, the new equity certificate fraction from 1 January 2014 is preliminary calculated to 48.4  per cent.  Including 3/12 of the net proceeds from the offering the corrected equity capital fraction per 1 January 2013 is preliminary calculated to 43.4 per cent. This will apply for distribution of the parent bank's result for the financial year 2013.

 

 

• First day of listing excluding subscription rights: 10 September 2013
• Subscription rights allocated to the equity certificate owner's VPS account: 13 September 2013
• First day of the subscription period: 13 September 2013
• Last day of the subscription period: 27 September 2013
• Allocation and issue of allocation: 3 October 2013
• Payment by automatic debit of account: 8 October 2013
• Registration in the Brønnøysund Register Centre: on or about 10 October 2013
• Issuance of new equity certificates: on or about 10 October 2013
• Listing of the new equity certificates: on or about 11 October 2013

 

Any changes to this timetable will be announced through the Oslo Børs' information system. All information related to the rights offering and employee offering will also be made available on www.snn.no.

 

Arctic Securities, SpareBank 1 Markets and SpareBank 1 Nord-Norge Markets are acting as Joint Bookrunners in the rights offering and the employee offering. Advokatfirmaet BAHR is acting as legal advisor.

 

Tromsø, 9 September 2013

 

CEO Jan-Frode Janson; mob +47 909 75 183

CFO Rolf Eigil Bygdnes; mob +47 905 19 7 74

 

These written materials are not for distribution in the United States, Canada, Australia, Hong Kong or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia, Hong Kong or Japan.

 

The securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. The Savings Bank does not intend to register any portion of the offer in the United States or to conduct a public offer of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

 

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 SpareBank 1 Nord- Norges'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.

 

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.