SpareBank 1 SMN: Oslo Børs - MING T - To be listed 12 March 2012
(Thomson Reuters ONE) -
Not for release, publication or distribution in the United States, Canada,
Australia or Japan.
The subscription rights in the quoted company SpareBank 1 SMN will be listed 12
March 2012.
Each existing equity certificate holder will be granted 3 subscription rights
for every 10 equity certificates held by such existing equity certificate holder
as of 6 March 2012 as registered in the Savings Bank's equity certificate
register in the VPS as of 9 March 2012. The number of subscription rights
granted to each existing equity certificate holder will be rounded down to the
nearest whole subscription right. Each subscription right will, subject to
applicable securities laws, give the right to subscribe for and be allocated one
new equity certificate in the rights offering.
The subscription rights are expected to have economic value and holders of
subscription rights will lose such value in the event that the subscription
rights are not disposed of or used to subscribe for new equity certificates.
The rights issue has been underwritten by a consortium of underwriters pursuant
to an underwriting agreement whereby the underwriters have undertaken pro rata,
and not joint and severally, to underwrite 100 per cent of the subscription
amount in the rights issue.
The underwriters' obligations to subscribe and pay for the new equity
certificates allocated to them in accordance with the underwriting agreement are
conditional upon certain customary conditions. The remaining conditions are:
(a) In the period from 1 February 2012 (the "Effective Date")
and up to expiry of the subscription period for the rights issue (i) the savings
bank's outstanding equity certificates must not be deleted or suspended from
quotation on the Oslo Stock Exchange pursuant to the Stock Exchange Act section
25 or (ii) that no major restrictions with respect to equity certificates
trading have been introduced on the Oslo Stock Exchange, the London Stock
Exchange or the New York Stock Exchange;
(b) In the period from the Effective Date and up to expiry of
the subscription period for the rights issue neither the prospectus nor any
other information to the market must have unveiled material matters regarding
the savings bank and the operation and activity of the savings bank relating to
the period prior to signing the underwriting agreement, and that according to
the underwriter will probably constitute a materially negative change in the
assumptions of the rights issue making it inadvisable to carry out the rights
issue.
The underwriting obligation is effective from the Effective Date and until (i)
the Guarantors have fulfilled their payment obligation under the Underwriting
Agreement, (ii) the Savings Bank has confirmed that the Rights Issue has been
fully subscribed and that the underwriting liability as a result of this does
not materialize or (iii) the guarantee obligation has lapsed due to the
conditions (a) and/or (b) have not been met. If the Savings Bank has not claimed
payment under the Underwriting Agreement with 30 June 2012, the underwriting
liability expires in its entirety. In the event that the Financial Supervisory
Authority of Norway does not approve the increase of the equity certificate
capital resulting from the rights issue and the corresponding amendments to the
articles of association, the rights issue will be withdrawn. If the rights issue
is withdrawn, all subscription rights will lapse without value, any
subscriptions for, and allocations of, new equity certificates that have been
made will be disregarded and any payments for new equity certificates made will
be returned to the subscribers without interest or any other compensation. The
lapsing of subscription rights shall be without prejudice to the validity of any
trades in subscription rights, and investors will not receive any refund or
compensation in respect of subscription rights purchased in the market.
The underwriters may terminate the underwriting agreement at any time prior to
their subscription of any unallocated new equity certificates in the event that
(i) the savings bank under Norwegian law is regarded as being in material breach
of the underwriting agreement or statements made by the savings bank issued
thereunder, or (ii) any of the conditions for the underwriting not having been
satisfied or waived by the underwriters. In the event that the underwriters
terminate the underwriting agreement and the rights issue is not fully
subscribed, the rights issue will be withdrawn with consequences as described in
the previous section.
Pursuant to a payment guarantee agreement entered into by SpareBank 1 SMN and
SpareBank 1 Markets , the latter will, subject to the terms and conditions of
the payment guarantee agreement, on 10 April 2012 pay subscription amounts not
paid by the subscribers, up to an aggregate maximum amount of NOK 150 million,
when due, in order to enable timely registration of the capital increase
pertaining to the new equity certificates issued in the rights issue with the
Norwegian Register of Business Enterprises.
For further details reference is made to section 9.19 and 9.14.3 of the
prospectus dated 8 March 2012.
* * * * *
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#1592747]
Unternehmensinformation / Kurzprofil:
Datum: 09.03.2012 - 08:42 Uhr
Sprache: Deutsch
News-ID 123251
Anzahl Zeichen: 8316
contact information:
Town:
Trondheim
Kategorie:
Business News
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"SpareBank 1 SMN: Oslo Børs - MING T - To be listed 12 March 2012"
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SpareBank 1 SMN (Nachricht senden)
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