SpareBank 1 SR-Bank ASA : Terms for rights issue
(Thomson Reuters ONE) -
On 8 February 2012 SpareBank 1 SR-Bank announced plans to strengthen equity
through a underwritten rights issue of up to NOK 1,500 million and a private
placing of up to NOK 130 million for employees of the group.
On 13 April the Board of Directors proposed that the general meeting approves an
increase of the company share capital by gross proceeds of up to NOK 1.5 billion
by the issue of new shares, with pre-emptive subscription rights for existing
shareholders. The purpose of the increase in the share capital is to strengthen
the company's ability to meet the financing needs of its customers pro-actively,
and to strengthen its capital adequacy.
Rights issue of up to NOK 1.5 billion
The Board of Directors of SpareBank 1 SR-Bank proposes the terms for the rights
issue, with a subscription price of NOK 27 per share.
The terms for the rights issue must be considered and adopted by the
extraordinary general meeting of SpareBank 1 SR-Bank, which is held today, 9 May
2012 at 5 p.m.
* The subscription price per share will be NOK 27. This is 23.83 per cent
lower than the theoretical price excluding subscription rights
* The share capital of SpareBank 1 SR-Bank will increase by NOK 1,388,888,875
following the issue of 55,555,555 new shares, each with a nominal value of
NOK 25
* Shareholders at the end of 14 May 2012, as registered in the bank's register
of shareholders in VPS as of the end of this date, will receive 2.7858772
subscription rights for every 10th existing share (0.27858772 subscription
rights per existing share, rounded down to the closest whole subscription
right). Each subscription right gives the shareholder the right to subscribe
for and be allotted a new share
* The first listing date excluding subscription rights will be 10 May 2012
* The subscription period will begin on 18 May at 9 a.m. and end on 1 June
2012 at 5.30 p.m. (Norwegian time)
* Trade of subscription rights will correspondingly begin on 18 May at 9 a.m.
and end on 1 June 2012 at 5.30 p.m. (Norwegian time) Subscription rights may
be freely traded and listed on the Oslo Børs with the ticker "SRBANK T".
Subscription rights that are not used or traded during the subscription
period will be cancelled and thereby lose all value.
Oversubscription and subscription without subscription rights will be allowed.
For further information on the terms for the rights issue, please refer to the
prospectus that is expected to be published 10 May 2012.
The rights issue will provide gross proceeds of NOK 1,499,999,985 and is fully
underwritten.
Expected plan for implementation:
09 May Resolution on the issues at the extraordinary
general meeting
09 May The last day the shares are traded including
the right to receive subscription rights in
the
rights issue (cut-off date)
10 May Existing shares are traded excluding
subscription rights
10 May Prospectus published
14 May By the end of this day all shareholders with a
right to receive subscription rights will be
apparent from the bank's owner registry
(registration date). For shares purchased on
the stock exchange with ordinary settlement in
VPS, this will apply to shareholders at the
end of trading on 10 May.
14 May Subscription rights are transferred to the
individual shareholder's VPS account.
18 May 9 a.m. to 1 June 5.30 p.m. Subscription period for new shares
18 May 9 a.m. to 1 June 5.30 p.m. Period where subscription rights may be traded
7 June Allotment of new shares and distribution of
allotment letters
12 June Payment of allotted shares
Approx. 19 June New certificate of incorporation is available.
New shares are issued.
Approx. 20 June First day of trading for new shares on the
Oslo Børs
Any changes to this plan will be published through Oslo Børs' notification
system. All information on the rights issue will be available at
www.srbank.no/info.
Employee issue of up to NOK 130 million
The employee issue is an offering from SpareBank 1 SR-Bank to issue up to
4,814,814 new shares at a subscription price of NOK 27 per new share, which
corresponds to total gross proceeds of up to NOK 129,999,978, directed at
permanent employees of the bank or its wholly-owned subsidiaries, and who have
not been terminated as of 9 May 2012.
Each employee may be allotted a maximum of 3,703 new shares.
The employee issue will be carried out in parallel with the rights issue.
Through the employee issue the share capital of SpareBank 1 SR-Bank will
increase by up to NOK 120,370,350 following the issue of 4,814,814 new shares,
each with a nominal value of NOK 25. The employee issue will provide gross
proceeds of up to NOK 129,999,978.
When the rights issue and employee issue have been carried out, SpareBank 1 SR-
Bank's share capital laid down by the Articles of Association will be minimum
NOK 6,376,130,625 and maximum NOK 6,496,500,950, divided between minimum
255,045,225 and maximum 259,860,038 shares, each with a nominal value of NOK 25.
SpareBank 1 SR Markets, SpareBank 1 Markets, Arctic Securities and Pareto
Securities are
Managers.
Contact persons:
Inge Reinertsen, Chief Financial Officer, tel. +47 909 95 033
Thor-Christian Haugland, Executive Vice President Communications, tel.
+47 480 31 633
Vidar Torsøe, Vice President Investor Relations, tel. +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
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.
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
[HUG#1610452]
Unternehmensinformation / Kurzprofil:
Datum: 09.05.2012 - 15:52 Uhr
Sprache: Deutsch
News-ID 144648
Anzahl Zeichen: 11710
contact information:
Town:
Stavanger
Kategorie:
Business News
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