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SpareBank 1 SR-Bank ASA : Terms for rights issue

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On 8 February 2012 SpareBank 1 SR-Bank announced plans to strengthen equity through a underwritten rights issue of up to NOK 1,500 million and a private placing of up to NOK 130 million for employees of the group.

On 13 April the Board of Directors proposed that the general meeting approves an increase of the company share capital by gross proceeds of up to NOK 1.5 billion by the issue of new shares, with pre-emptive subscription rights for existing shareholders. The purpose of the increase in the share capital is to strengthen the company's ability to meet the financing needs of its customers pro-actively, and to strengthen its capital adequacy.

Rights issue of up to NOK 1.5 billion
The Board of Directors of SpareBank 1 SR-Bank proposes the terms for the rights issue, with a subscription price of NOK 27 per share.

The terms for the rights issue must be considered and adopted by the extraordinary general meeting of SpareBank 1 SR-Bank, which is held today, 9 May 2012 at 5 p.m.

  • The subscription price per share will be NOK 27. This is 23.83 per cent lower than the theoretical price excluding subscription rights
     
  • The share capital of SpareBank 1 SR-Bank will increase by NOK 1,388,888,875 following the issue of 55,555,555 new shares, each with a nominal value of NOK 25
     
  • Shareholders at the end of 14 May 2012, as registered in the bank's register of shareholders in VPS as of the end of this date, will receive 2.7858772 subscription rights for every 10th existing share (0.27858772 subscription rights per existing share, rounded down to the closest whole subscription right). Each subscription right gives the shareholder the right to subscribe for and be allotted a new share
     
  • The first listing date excluding subscription rights will be 10 May 2012
     
  • The subscription period will begin on 18 May at 9 a.m. and end on 1 June 2012 at 5.30 p.m. (Norwegian time)
     
  • Trade of subscription rights will correspondingly begin on 18 May at 9 a.m. and end on 1 June 2012 at 5.30 p.m. (Norwegian time) Subscription rights may be freely traded and listed on the Oslo Børs with the ticker "SRBANK T". Subscription rights that are not used or traded during the subscription period will be cancelled and thereby lose all value.

Oversubscription and subscription without subscription rights will be allowed. For further information on the terms for the rights issue, please refer to the prospectus that is expected to be published 10 May 2012.

The rights issue will provide gross proceeds of NOK 1,499,999,985 and is fully underwritten.

Expected plan for implementation:

09 May       Resolution on the issues at the extraordinary general meeting
09 May   The last day the shares are traded including the right to receive subscription rights in the
rights issue (cut-off date)
10 May Existing shares are traded excluding subscription rights
10 May Prospectus published
14 May By the end of this day all shareholders with a right to receive subscription rights will be apparent from the bank's owner registry (registration date). For shares purchased on the stock exchange with ordinary settlement in VPS, this will apply to shareholders at the end of trading on 10 May.
14 May Subscription rights are transferred to the individual shareholder's VPS account.
18 May 9 a.m. to 1 June 5.30 p.m. Subscription period for new shares
18 May 9 a.m. to 1 June 5.30 p.m. Period where subscription rights may be traded
7 June Allotment of new shares and distribution of allotment letters
12 June Payment of allotted shares
Approx. 19 June New certificate of incorporation is available. New shares are issued.
Approx. 20 June First day of trading for new shares on the Oslo Børs

Any changes to this plan will be published through Oslo Børs' notification system. All information on the rights issue will be available at www.srbank.no/info.

Employee issue of up to NOK 130 million
The employee issue is an offering from SpareBank 1 SR-Bank to issue up to 4,814,814 new shares at a subscription price of NOK 27 per new share, which corresponds to total gross proceeds of up to NOK 129,999,978, directed at permanent employees of the bank or its wholly-owned subsidiaries, and who have not been terminated as of 9 May 2012.

Each employee may be allotted a maximum of 3,703 new shares.

The employee issue will be carried out in parallel with the rights issue. Through the employee issue the share capital of SpareBank 1 SR-Bank will increase by up to NOK 120,370,350 following the issue of 4,814,814 new shares, each with a nominal value of NOK 25. The employee issue will provide gross proceeds of up to NOK 129,999,978.

When the rights issue and employee issue have been carried out, SpareBank 1 SR-Bank's share capital laid down by the Articles of Association will be minimum NOK 6,376,130,625 and maximum NOK 6,496,500,950, divided between minimum 255,045,225 and maximum 259,860,038 shares, each with a nominal value of NOK 25.

SpareBank 1 SR Markets, SpareBank 1 Markets, Arctic Securities and Pareto Securities are
Managers.

Contact persons:
Inge Reinertsen, Chief Financial Officer, tel. +47 909 95 033
Thor-Christian Haugland, Executive Vice President Communications, tel. +47 480 31 633
Vidar Torsøe, Vice President Investor Relations, tel. +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 topurchase 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 theSecurities 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.

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

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