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.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: SpareBank 1 SR-Bank ASA via Thomson Reuters ONE
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