The subscription rights in SpareBank 1 SR-Bank ASA will be listed on 18 May 2012.
Each shareholder will be allotted 2,7858772 subscription rights for every 10 shares as of 14 May 2012 which are registered in the bank's shareholder register in VPS as of 14 May 2012. The number of subscription rights allotted to each shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, pursuant to applicable stock exchange regulations, give the right to subscribe to and be allotted one new share in the rights issue.
The subscription rights are assumed to be of financial value, and holders of subscription rights will lose this value if the subscription rights are not sold or used to subscribe for new shares.
The rights issue was originally underwritten by a syndicate, established 7 February 2012, comprising Sparebankstiftelsen SR-Bank, Gjensidige Forsikring ASA and companies in the SpareBank 1 Alliance.
Parts of the syndicate's original underwriting liabilities have been syndicated to, and taken over by, larger owners and institutional investors. The syndication led to an increase in the underwriting amount for Sparebankstiftelsen SR-Bank, and an unchanged or reduced amount for the other primary underwriters, cf. the prospectus section 4.2.14 for a full overview of the underwriters.
The underwriters are, pro rata and limited to their respective underwriting liabilities, obliged to subscribe to any new shares that are not allotted to other subscribers in the rights issue. The underwriting liability is a subscription guarantee, and the underwriters are not responsible for payment for new shares that are subscribed by others in the rights issue.
If an underwriter or its wholly-owned subsidiary subscribes to and is allotted new shares in the ordinary manner (i.e. independent of the underwriting liability) in the rights issue, and the subscription price for such new shares is paid, the underwriter may demand that its underwriting liability is correspondingly reduced.
Each underwriter's liability is binding to the time when the underwriter has fulfilled the underwriting liability or the bank has in writing confirmed that the underwriting liability will not be applied. The underwriting liability automatically ceases if the bank does not by the end of 30 June 2012 forward a written claim that the underwriting liability will be applied. At the latest, such a claim must be sent five working days after the board of directors has completed the final allotment in the rights issue.
Pursuant to the payment guarantee agreement between SpareBank 1 SR-Bank and SpareBank 1 Markets, Arctic Securities and Pareto Securities respectively, these will, in compliance with the terms of the payment guarantee agreement, pay the subscription amount that has not been paid by subscribers when due, limited to NOK 150 million, but each limited upwards to NOK 50 million, in order to ensure timely registration in the Register of Business Enterprises of the capital increase as a result of the issue of the new shares in the rights issue.
Subscription rights of existing shareholders resident in jurisdictions where the prospectus may not be distributed and/or with legislation that, according to SpareBank 1 SR-Bank's assessment, prohibits or otherwise restricts subscription for new shares (the "Ineligible Shareholders") will initially be credited to such Ineligible Shareholders' VPS accounts. Such credit specifically does not constitute an offer to Ineligible Shareholders. SpareBank 1 SR-Bank will instruct SR-Markets to, as far as possible, withdraw the subscription rights from such Ineligible Shareholders' VPS accounts, and sell them from and including 23 May 2012 until the close of trading on Oslo Børs on 1 June 2012 for the account and risk of such Ineligible Shareholders, unless the relevant subscription rights are held through a financial intermediary.
The Financial Supervisory Authority will deal with the amendments to the articles of association resulting from the issue when the authority has received confirmation from the auditors that the capital has been paid.
For further information, refer to sections 4.2.13.3 and 4.2.14 in the prospectus of 9 May 2012.
Stavanger, 16 May 2012
Contact persons:
Thor-Christian Haugland, Executive Vice President Communications, tel. +47 480 31 633
Vidar Torsøe, Vice President Investor Relations, tel. 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.
