SpareBank 1 SMN strengthens equity
(Thomson Reuters ONE) -
The Board of Directors of SpareBank 1 SMN proposes to carry out a capital
increase of up to NOK 1010 million.
The capital increase will be implemented 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.
The bank's objective with the proposed capital increase is to strengthen the
bank's Tier 1 capital and the financial platform for profitable growth and for
capitalising on business opportunities in the bank's market area. The bank sees
value in giving its employees and board members the opportunity to subscribe
through a private placement. In line with the bank's strategy at the
establishment of the savings bank foundation, Sparebankstiftelsen SpareBank 1
SMN, a private placement towards the savings bank foundation is proposed.
Compared to 31 December 2011, the planned capital increase is expected to
increase the savings bank's core tier 1 ratio by 1.2 percentage points to 10.1
per cent. Correspondingly, the tier 1 ratio is expected to increase to 11.6 per
cent.
The Board of Directors proposes to transfer part of the nominal equity
certificate capital to the surplus fund by changing SpareBank 1 SMN's nominal
value per equity certificate from NOK 25 to NOK 20. The transfer will enable the
savings bank to carry out the capital increase at market terms, and in addition
ensure a more appropriate distribution of the bank's equity certificate capital.
The change in the nominal value will not have any impact on the equity capital
certificate ratio or the market value of the equity certificates.
The rights offering
The rights offering with gross proceeds of up to NOK 750 million will be
implemented by issuing new equity certificates with preferential rights for
existing holders of equity certificates as of 6 March 2012, as recorded in
SpareBank 1 SMN's register of equity certificate holders in the VPS as of 12
March 2012. According to the indicative timeline, the subscription period will
commence on 12 March and end on 23 March 2012 at 1730 CET. The subscription
price will be set according to market terms, and be resolved by SpareBank 1
SMN's extraordinary Supervisory Board on 6 March 2012. The rights issue is fully
underwritten through a consortium established by SpareBank 1 Markets AS,
SpareBank 1 SMN Markets and Swedbank First Securities.
The employee offering
The subscription period and the subscription price in the employee offering will
be the same as in the rights offering. According to the proposal from the Board
of Directors, each employee of SpareBank 1 SMN, employees of certain
subsidiaries in the group and board members of the bank are allowed to subscribe
for up to 3000 equity certificates with a one year lock-up period. Gross
proceeds from the employee offering will be up to NOK 60 million.
The private placement
The private placement with gross proceeds of up to NOK 200 million is planned
primarily towards the savings bank foundation, Sparebankstiftelsen SpareBank 1
SMN. This is a non-profit foundation, whose purpose is to exercise long-term
stable ownership of SpareBank 1 SMN, including participation in future new
issues by the savings bank. The private placement will be carried out at market
terms after the completion of the rights issue and the employee offering .
The Board of Directors proposes to the Supervisory Board that NOK 110 million of
earlier provisions for gifts for non-profit causes are to be allocated
Sparebankstiftelsen SpareBank 1 SMN. The foundation was allocated NOK 96 million
in gifts in 2011. Sparebankstiftelsen SpareBank 1 SMN will thus be able to
subscribe for equity certficates in the private placement for up to NOK 200
million.
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.
Indicative timeline:
6 March 2012 The Board of Directors resolves final
terms for the issues
6 March 2012 The Supervisory Board resolves the
issues
7 March 2012 Existing equity certificates are
traded exclusive of subscription rights and dividend
12 - 23 March 2012 Subscription period for the rights offering
and employee offering. Trading of subscription rights on Oslo Børs.
29 March 2012 Allocation of new equity
certificates subscribed for in the rights offering and employee offering
3 April 2012 Payment date
11 April 2012 Registration in the Norwegian
Register of Business Enterprises and delivery of the new equity certificates
12 April 2012 New equity certificates issued
in the rights offering and employee offering are tradable on Oslo Børs
A press and analyst presentation will be held Thursday 2 February 2012 at 0800
(CET) at Shippingklubben in Haakon VIIs gate 1 in Oslo.
More information about the transaction will be published at a dedicated page for
the rights offering at www.smn.no.
Trondheim, 1 February 2012
Contact persons at SpareBank 1 SMN:
CEO Finn Haugan, tel + 47 900 41 002
CFO Kjell Fordal, tel +47 905 41 672
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 localities across the
region's municipalities with a total of 54 offices.
We aim to be the recommended bank for customers in Trøndelag and Nordvestlandet.
Being 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. It is the largest
shareholder in BN Bank with a 33 per cent stake.
SpareBank 1 SMN is one of six owners of SpareBank 1 Gruppen. For further
information, visit our website at www.smn.no.
* * * * *
Disclaimer
These written materials are not for distribution in the United States,
Australia, Canada, Hong Kong or Japan. The information contained herein does
not constitute an offer of securities for sale in the United States, Australia,
Canada, Hong Kong or Japan.
The securities may not be offered or sold in the United States unless they are
registered under applicable law or exempt from registration. The Savings Bank
does not intend to register any portion of the offer in the United States or to
conduct a public offer of securities in the United States. No money, securities
or other consideration is being solicited and, if sent in response to the
information contained herein, will not be accepted.
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#1581888]
Unternehmensinformation / Kurzprofil:
Datum: 01.02.2012 - 15:58 Uhr
Sprache: Deutsch
News-ID 110100
Anzahl Zeichen: 8655
contact information:
Town:
Trondheim
Kategorie:
Business News
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