SpareBank 1 SR-Bank ASA: Final results of the offerings
Not for release, publication or distribution in the United States, Canada, Australia or Japan.
The subscription period in the rights offering and the employee offering at
SpareBank 1 SR-Bank closed on Friday 1 June 2012 at 1730 hours (CET).
By the expiry of the subscription period, SpareBank 1 SR-Bank had received
subscriptions for a total of 71,474,534 new shares in the rights offering. 55,555,555 shares were offered, and the rights offering were consequently oversubscribed by 28.7 per cent.
53,678,534 shares, representing 96.6 per cent of the new shares in the rights offering, were subscribed for by the exercise of subscription rights. 1,877,057 shares, or 3.4 per cent, were subscribed for through over-subscription.
In the employee offering, SpareBank 1 SR-Bank received subscriptions for a total of 751,082 new shares distributed on 260 employees.
The CEO and the Chairman of the Board of Directors of SpareBank 1 SR-Bank have today by authority approved the final allocation of shares in the offering. The allocation has been carried out in conformity with the allocation criteria set forth in the prospectus dated 9 May 2012. No allocation has been made to subscribers without subscription rights.
Notifications of allocated new equity certificates and the corresponding
subscription amount to be paid by each subscriber will be distributed in a
letter today. The subscription amounts fall due for payment on 12 June 2012. For the payment to take place there must be coverage on the individual subscriber's bank account at the end of 11 June 2012. Subscribers who do not have a Norwegian bank account or who have subscribed for an amount exceeding NOK 5 million, is asked to contact the same brokerage house were the subscription was submitted for detailed payment instructions.
The new shares may not be transferred or traded until they have been paid for in full and the increase of capital in the rights offering and the employee offering has been registered with the Register of Business Enterprises. Registration is expected to take place on or about 19 June 2012.
The new shares will be transferred to the VPS accounts of each individual subscriber on or about 19 June 2012, and is expected to be quoted on the Oslo Stock Exchange on or about 20 June 2012.
After the rights offering and the employee offering is registered with the Register of Business Enterprises, the share capital of SpareBank 1 SR-Bank will be NOK 6,393,777,050 distributed on 255,751,082 shares, each with a nominal value of NOK 25.
Following the Rights Offering SpareBank 1 SR-Bank will receive gross proceeds of NOK 1,499,999,985 before transaction costs. SpareBank 1 SR-Bank will receive gross proceeds of NOK 19,058,166 from the Employee Offering.
SpareBank 1 SR-Markets, SpareBank 1 Markets, Pareto Securities and Arctic Securities acted as Joint Lead Managers for the rights offering.
The changes to the Articles of Association related to the capital increase is subject to approval from the Norwegian Financial Supervisory Authority. Such approval is expected to be issued on or about 19 June 2012.
Stavanger, 7 June 2012
Contact persons:
Inge Reinertsen, Chief Financial Officer, tel. +47 909 95 033
Thor-Christian Haugland, EVP Communications, tel. +47 480 31 633
Vidar Torsøe, VP 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 acc. to §5-12 vphl (Norwegian Securities Trading Act)