SpareBank 1 SMN: Terms of SpareBank 1 SMN's rights offering
(Thomson Reuters ONE) -
Not for release, publication or distribution in the United States, Canada,
Australia or Japan.
On 1 February 2012 SpareBank 1 SMN published its plans to strengthen equity
through a fully underwritten rights offering with preferential rights for
existing owners of equity certificates with gross proceeds of up to NOK 750
million, a private placement of up to NOK 60 million towards employees of the
group and board members of the bank, and a private placement primarily towards
Sparebankstiftelsen SpareBank 1 SMN of up to NOK 200 million
At the same time the Board of Directors proposed to reduce the nominal equity
certificate capital with NOK 474,651,430 from NOK 2,373,257,150 to NOK
1,898,605,720, by changing the nominal value per equity certificate from NOK 25
to NOK 20, and transferring NOK 474,651,430 to the surplus fund.
The rights offering
The Board of Directors of SpareBank 1 SMN proposes terms for the rights offering
with a subscription price of NOK 26 per equity certificate.
The terms must be resolved at the meetings in the Supervisory Board of SpareBank
1 SMN, 6 March 2012.
* The subscription price per equity certificate will be NOK 26, 28.09 percent
lower than the theoretical price excluding rights and dividends
* SpareBank 1 SMN's nominal equity certificate capital will be increased
by NOK 569,543,400, by issuing 28,477,170 new equity certificates, each
at a nominal value of NOK 20
* Equity certificate holders as of 6 March 2012, as registered as holders of
equity certificates in the savings bank's register of equity certificate
holders with the VPS as of 9 March 2012, will receive 3 subscription rights
for each 10 existing equity certificate (i.e. 0.3 subscription rights per
existing equity certificate, rounded down to the nearest whole subscription
right). One subscription right will entitle the holder to subscribe for and
be allocated one new equity certificate
* The equity certificates will trade exclusive of the right to receive
subscription rights from and including 7 March 2012
* The subscription period commences on 12 March 2012 at 0900 and ends on
26 March 2012 at 1730 (CET)
* The subscription rights will be tradable from 12 March 2012 at 0900
until 26 March 2012 at 1730 (CET)
Subscription rights will be tradable and listed on Oslo Børs with ticker "MING
T" from 12 March 2012 at 0900 to 26 March 1730 (CET). Any subscription rights
not used or sold during the subscription period will lapse and cease to carry
any value.
Oversubscription and subscription for equity certificates without subscription
rights will be permitted. Further details of the terms of the rights offering
will be described in the prospectus to be released on or about 8 March 2012.
The rights offering is fully underwritten by a consortium established by
SpareBank 1 Markets AS, SpareBank 1 SMN Markets and Swedbank First Securities.
Gross proceeds of the rights offering will amount to NOK 740,406,420.
Indicative timetable for the rights offering
6 March 2012 Meeting of the Supervisory Board to
resolve the equity increase
6 March 2012 Last day of trading of equity
certificates inclusive of rights to receive subscription rights in the rights
offering (the cut-off date)
7 March 2012 Existing equity certificates are
traded exclusive of subscription rights
On or about 8 March 2012 Publication of prospectus
9 March 2012 Record date for the rights offering,
i.e. equity certificate holders as of 6 March 2012 (the cut-off date) as
appearing in the VPS register as of 9 March 2012 will receive subscription
rights.
12 March 2012 Subscription rights will be registered
on each equity certificate holder's VPS account according to the VPS register on
the record date
12 March at 0900 to Subscription period
26 March 2012 at 1730
12 March at 0900 to Trading in subscription rights
26 March 2012 at 1730
30 March 2012 Allocation of new equity certificates
and distribution of allocation letters
3 April 2012 Payment date for the new equity
certificates
On or about 11 April 2012 Registration in the Norwegian Register of
Business Enterprises and delivery of the new equity certificates
On or about 12 April 2012 Listing and commencement of trading in the new
equity certificates issued
Any changes to this timetable will be announced through the Oslo Børs
information system. All information related to the rights offering will be made
available on www.smn.no.
The employee offering
Employees with permanent non-terminated employment on 50% or more basis per 1
March 2012 in (i) the savings bank, (ii) the subsidiaries of the savings bank in
which the savings bank owns more than 85 per cent of the shares, and (iii)
SpareBank 1 Bilplan AS and Berg Data AS, may subscribe for up to 3,000 equity
certificates with a one-year lock-up period. Correspondingly, the directors of
the Board of Directors of the savings bank and deputy members that attend
meetings on a fixed basis, may also subscribe equity certificates in the
employee offering. The subscription price in the employee offering is NOK 26 per
equity certificate, the same as in the rights offering. The employee offering
will be executed in parallel with the rights offering.
Through the employee offering, the nominal equity certificate capital will be
increased by up to NOK 46,153,840 through issuing up to 2,307,692 new equity
certificates, each with a nominal value of NOK 20. Gross proceeds of the
employee offering will amount to a maximum of NOK 59,999,992.
Following completion of the rights offering, the employee offering and transfer
from the nominal equity certificate capital to the surplus fund, SpareBank 1
SMN's nominal equity certificate capital will be minimum NOK 2,468,149,140 and
maximum NOK 2,514,302,960, consisting of minimum 123,407,457 and maximum
125,715,148 equity certificates, each with a nominal value of NOK 20.
SpareBank 1 Markets AS acts as Global Coordinator and Bookrunner, and SpareBank
1 SMN Markets and Swedbank First Securities act as Joint Lead Managers for the
above mentioned transactions.
Trondheim, 6 March 2012
Contact persons at SpareBank 1 SMN:
CEO Finn Haugan; mob + 47 900 41 002
CFO Kjell Fordal; mob +47 905 41 672
Head of Corporate Communications Hans Tronstad; mob + 47 941 78 322
About SpareBank 1 SMN
SpareBank 1 SMN is the region's leading financial services group. It leads the
retail and corporate market, and is positioned in 43 municipalities across the
region.
We aim to be the recommended bank for customers in Mid-Norway, and as a local,
independent savings bank we feel a special responsibility for stimulating growth
and prosperity in the region. We base our business on closeness to our
customers, good accessibility, a full product range and comprehensive financial
advisory services.
Our head office is in Trondheim. The Group employs about 1,100 staff and
includes the following subsidiaries: SpareBank 1 SMN Finans, EiendomsMegler 1
Midt-Norge, Allegro Finans and SpareBank 1 SMN Regnskap. SpareBank 1 SMN is also
the largest shareholder of BN Bank with 33 percent ownership.
SpareBank 1 SMN is one of six owners of SpareBank 1 Gruppen. For further
information, visit our website at www.smn.no
* * * * *
Disclaimer
This document does not constitute an offer to sell or the solicitation of an
offer to buy the securities of SpareBank 1 SMN (the "Securities") in the United
States or in any other jurisdiction outside Norway. The Securities may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The issuer of
the Securities has not registered, and does not intend to register, any portion
of the Offering in the United States or in any other jurisdiction outside of
Norway, and does not intend to conduct a public offering of the Securities in
the United States or in any other jurisdiction outside Norway. Copies of this
document are not being made and may not be distributed or sent into the United
States, Canada, Australia or Japan.
Forward-looking statements
This document includes "forward-looking statements" that involve risks,
uncertainties and other factors, many of which are outside of our control that
could cause actual results to differ materially from the results discussed in
the forward-looking statements. Forward-looking statements include statements
concerning our plans, objectives, goals, future events, performance and/or other
information that is not historical information. We undertake no obligation to
publicly update or revise forward-looking statements to reflect subsequent
events or circumstances after the date made, except as required by law.
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 SMN via Thomson Reuters ONE
[HUG#1591633]
Unternehmensinformation / Kurzprofil:
Datum: 06.03.2012 - 13:14 Uhr
Sprache: Deutsch
News-ID 122224
Anzahl Zeichen: 10816
contact information:
Town:
Trondheim
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 248 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"SpareBank 1 SMN: Terms of SpareBank 1 SMN's rights offering"
steht unter der journalistisch-redaktionellen Verantwortung von
SpareBank 1 SMN (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
