Fully underwritten rights issue of up to NOK 1.5 billion
The Board of Directors of SpareBank 1 SR-Bank ASA proposes to strengthen the core equity by up to NOK 1.5 billion through a rights issue of ordinary shares. The issue is fully underwritten by the company's largest shareholders and companies in the SpareBank 1 alliance.
- SpareBank 1 SR-Bank ASA is in a solid financial position and is a market leader in the region in Norway enjoying the strongest growth. The capital raising exercise will strengthen our ability to continue meeting the financial needs of our customers in a proactive manner. The proposed rights issue will also help strengthen the Group's capital adequacy ahead of expected regulatory changes," says CEO Arne Austreid.
Main points of the transaction
· Fully underwritten public rights issue of up to NOK 1.5 billion
· Listed subscription rights
· Sparebankstiftelsen SR-Bank (36.18% ownership) has agreed to underwrite NOK 375 million.
· Gjensidige Forsikring ASA (10.38% ownership) has agreed to underwrite its proportional share.
· The rest of the issue is underwrited by companies in the SpareBank 1 alliance.
· The issue requires approval in an extraordinary General assembly, which is scheduled to be held on 9 May 2012. The Board of Directors will propose to the General assembly that the issue be approved on the condition that the licence terms stipulated in connection with conversion to a public limited company are complied with.
· The subscription price will be set by the Board of Directors shortly before the General assembly.
· SpareBank 1 SR-Markets (coordinator), Arctic Securities, Pareto Securities and SpareBank 1 Markets have been engaged to facilitate the issue.
SpareBank 1 SR-Bank ASA places great importance on ensuring equal treatment of its shareholders and having a broad shareholder base. Steps will therefore be taken to provide shareholders with full information and make it easy for them to participate, or to sell their subscription rights.
Indicative timetable
The proposed subscription period is 18 May 2012 to 1 June 2012. Shares will then be allocated on 7 June 2012 and payment for allocated shares will take place on 12 June 2012.
Private placement for employees of SpareBank 1 SR-Bank ASA
The Board of Directors is also proposing aprivate placement for employees of the Group of up to NOK 100,000 per employee, corresponding to up toNOK 130 million. The subscription period and the subscription price will be the same as in the rights offering.
Press and analysts conference
SpareBank 1 SR-Bank ASA will hold a press and analysts conference today at 08.15 at Shippingklubben, Haakon VIIs Gate 1 in Oslo.
Stavanger, 8 February 2012
Contact people:
Arne Austreid, Chief Executive Officer, telephone +47 900 77 334
Inge Reinertsen, Chief Financial Officer, phone +47 909 95 033
Thor-Christian Haugland, Executive Vice President Communications, phone +47 480 31 633
Vidar Torsøe, Vice President, Investor Relations, phone +47 970 80 656
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 or in other jurisdictions where such distribution is not lawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. 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 mentioned herein 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 contemplated issue of ordinary shares (the "Shares") in SpareBank 1 SR-Bank ASA (the "Rights Issue"), the exercise or sale of subscription rights contemplated to be issued in the Rights Issue (the "Rights") and the subscription or purchase of Shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. SpareBank 1 SR-Bank ASA assumes no responsibility in the event there is a violation by any person of such restrictions.
This stock exchange release is for information purposes only and has not been approved by any regulatory authority. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this stock exchange release 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 Rights and/or ordinary shares except on the basis of information in the prospectus to be published by SpareBank 1 SR-Bank ASA in due course in connection with the Rights Issue (the "Prospectus") which will contain further information relating to the company as well as a summary of the risk factors to which any investment is subject. This stock exchange release 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.
The distribution of this stock exchange release and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this stock exchange release 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.
SpareBank 1 SR-Markets, Arctic Securities ASA, Pareto Securities AS and SpareBank 1 Markets are acting for SpareBank 1 SR-Bank ASA and no one else in connection with the Rights Issue and will not be responsible to anyone other than SpareBank 1 SR-Bank ASA 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.
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 SR-Bank ASA '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.