SpareBank 1 SR-Bank ASA: Listing of subscription rights
(Thomson Reuters ONE) -
The subscription rights in SpareBank 1 SR-Bank ASA will be listed on 18 May
2012.
Each shareholder will be allotted 2,7858772 subscription rights for every 10
shares as of 14 May 2012 which are registered in the bank's shareholder register
in VPS as of 14 May 2012. The number of subscription rights allotted to each
shareholder will be rounded down to the nearest whole subscription right. Each
subscription right will, pursuant to applicable stock exchange regulations, give
the right to subscribe to and be allotted one new share in the rights issue.
The subscription rights are assumed to be of financial value, and holders of
subscription rights will lose this value if the subscription rights are not sold
or used to subscribe for new shares.
The rights issue was originally underwritten by a syndicate, established 7
February 2012, comprising Sparebankstiftelsen SR-Bank, Gjensidige Forsikring ASA
and companies in the SpareBank 1 Alliance.
Parts of the syndicate's original underwriting liabilities have been syndicated
to, and taken over by, larger owners and institutional investors. The
syndication led to an increase in the underwriting amount for
Sparebankstiftelsen SR-Bank, and an unchanged or reduced amount for the other
primary underwriters, cf. the prospectus section 4.2.14 for a full overview of
the underwriters.
The underwriters are, pro rata and limited to their respective underwriting
liabilities, obliged to subscribe to any new shares that are not allotted to
other subscribers in the rights issue. The underwriting liability is a
subscription guarantee, and the underwriters are not responsible for payment for
new shares that are subscribed by others in the rights issue.
If an underwriter or its wholly-owned subsidiary subscribes to and is allotted
new shares in the ordinary manner (i.e. independent of the underwriting
liability) in the rights issue, and the subscription price for such new shares
is paid, the underwriter may demand that its underwriting liability is
correspondingly reduced.
Each underwriter's liability is binding to the time when the underwriter has
fulfilled the underwriting liability or the bank has in writing confirmed that
the underwriting liability will not be applied. The underwriting liability
automatically ceases if the bank does not by the end of 30 June 2012 forward a
written claim that the underwriting liability will be applied. At the latest,
such a claim must be sent five working days after the board of directors has
completed the final allotment in the rights issue.
Pursuant to the payment guarantee agreement between SpareBank 1 SR-Bank and
SpareBank 1 Markets, Arctic Securities and Pareto Securities respectively, these
will, in compliance with the terms of the payment guarantee agreement, pay the
subscription amount that has not been paid by subscribers when due, limited to
NOK 150 million, but each limited upwards to NOK 50 million, in order to ensure
timely registration in the Register of Business Enterprises of the capital
increase as a result of the issue of the new shares in the rights issue.
Subscription rights of existing shareholders resident in jurisdictions where the
prospectus may not be distributed and/or with legislation that, according to
SpareBank 1 SR-Bank's assessment, prohibits or otherwise restricts subscription
for new shares (the "Ineligible Shareholders") will initially be credited to
such Ineligible Shareholders' VPS accounts. Such credit specifically does not
constitute an offer to Ineligible Shareholders. SpareBank 1 SR-Bank will
instruct SR-Markets to, as far as possible, withdraw the subscription rights
from such Ineligible Shareholders' VPS accounts, and sell them from and
including 23 May 2012 until the close of trading on Oslo Børs on 1 June 2012 for
the account and risk of such Ineligible Shareholders, unless the relevant
subscription rights are held through a financial intermediary.
The Financial Supervisory Authority will deal with the amendments to the
articles of association resulting from the issue when the authority has received
confirmation from the auditors that the capital has been paid.
For further information, refer to sections 4.2.13.3 and 4.2.14 in the prospectus
of 9 May 2012.
Stavanger, 16 May 2012
Contact persons:
Thor-Christian Haugland, Executive Vice President Communications, tel.
+47 480 31 633
Vidar Torsøe, Vice President Investor Relations, tel. 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#1612695]
Unternehmensinformation / Kurzprofil:
Datum: 16.05.2012 - 09:01 Uhr
Sprache: Deutsch
News-ID 147080
Anzahl Zeichen: 9647
contact information:
Town:
Stavanger
Kategorie:
Business News
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"SpareBank 1 SR-Bank ASA: Listing of subscription rights"
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SpareBank 1 SR-Bank ASA (Nachricht senden)
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