Norwegian Finans Holding ASA : Approved Prospectus

27 mei 2016

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN

Norwegian Finans Holding ASA: Approved Prospectus

Reference is made to the stock exchange notice dated 19 May 2016 regarding the application for admission to trading from Norwegian Finans Holding ASA (the "Company") on Oslo Børs.

The Financial Supervisory Authority of Norway has today approved a prospectus dated 27 May 2016 (the "Prospectus") for the subsequent offering of up to 800,000 offer shares at a subscription price of NOK 50 per offer share, with subscription rights for eligible shareholders (the "Subsequent Offering") and the listing of up to 179,994,708 shares on Oslo Børs (the "Listing").

The Prospectus will be available at the following websites: www.banknorwegian.no, www.arctic.com and www.sb1markets.no and hard copies may be obtained free of charge from the Company or at the offices of Arctic Securities AS at the address Haakon VII's gt 5, 0123 Oslo, Norway and Sparebank 1 Markets AS at the address Olav V's gt 5, 0161 Oslo, Norway.

Arctic Securities AS and SpareBank 1 Markets AS are acting as Managers for the Subsequent Offering and Listing. Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the Company and Advokatfirmaet BA-HR DA is acting as legal advisor to the Managers.

The information in this announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 7-19.

For further information, please contact:

Contact: Erik Jensen, CEO
Tel: +47 92634501
Email: eje@banknorwegian.no

Or:

Contact: Pål Svenkerud, CFO

Tel: +47 93403904

Email: psv@banknorwegian.no

---

Disclaimer

The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any subscription rights or new shares in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action.

The subscription rights, including the new shares, have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, transferred or delivered (hereunder also taking into account that the subscription rights are non-transferable), directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and otherwise in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the subscription rights and the new shares in the United States. A notification of exercise of subscription rights and subscription of new shares in contravention of the above may be deemed to be invalid. The subscription rights and new shares are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act. Any offering of the subscription rights and new shares by the Company to be made in the United States or to U.S. persons will be made only to a limited number of (A) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, and (B) "accredited investors" as defined in Rule 501(a) under the U.S. Securities Act , in each case acquiring the new shares and the subscription rights for investment purposes for its own account, pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and otherwise in compliance with the securities laws of any state or other jurisdiction of the United States, who have executed and returned an Eligible Shareholder letter to the Company prior to exercising their subscription rights. Prospective purchasers are hereby notified that sellers of the subscription rights and the new shares may be relying on an exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A.  

Subscription rights or new shares will only be offered in the United Kingdom (a) to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances where, in accordance with section 86(1)(c) and (d) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply as the minimum denomination of and subscription for the new shares exceeds EUR 100,000 or an equivalent amount. Any application or subscription for the new shares is available only to relevant persons and will be engaged in only with relevant persons and each UK applicant warrants that it is a relevant person.

The offering of subscription rights and new shares is not being made into Canada, Australia or Japan.

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NFH believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice. The Company disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.

---