Terms of SpareBank 1 Nord-Norge's rights offerings
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN
The Main Board of Directors of SpareBank 1 Nord-Norge proposes the subscription
price and the number of equity certificates to be issued in the rights offering
and the employee offering.
On 8 September 2013 the Main Board of Directors of SpareBank 1 Nord-Norge
resolved to propose the terms of the previously announced rights offering of
about NOK 750 million to the Supervisory Board. The subscription price was set
at NOK 22,65 per equity certificate, and it was resolved to issue 33,104,494
equity certificates in the rights offering. The subscription price in the
employee offering was set at NOK 21.00 per equity certificate.
The subscription price per equity certificate in the rights offering is 32.6
percent lower than the last quoted trading price on 6 September 2013 and 24.4
percent lower than the theoretical ex rights price based on the last quoted
trading price.
Equity certificate holders in SpareBank 1 Nord-Norge as of 9 September 2013, as
registered as holders of equity certificates in the savings bank's register of
equity certificate holders in the VPS as of 12 September 2013, will be allocated
subscription rights. The equity certificates will trade exclusive of the right
to receive subscription rights from and including 10 September 2013. Equity
certificate holders in SpareBank 1 Nord-Norge will receive 0.5 subscription
rights for each 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 subscription period is expected to commence on 13 September 2013 at 09:00
hours (CET) and end on 27 September 2013 at 1630 hours (CET).
The Rights Offering
The subscription rights will be tradable and are expected to be listed on Oslo
Børs with ticker "NONG T" from 13 September 2013 to 27 September 2013 at 1630
hours. Any subscription rights not used or sold during the subscription period
will lapse and cease to carry any value.
Over-subscription and subscription for shares without subscription rights will
be permitted. Further details of the terms of the rights offering will be
described in the prospectus expected to be published on or about 12 September
2013.
In connection with the rights offering, underwriting agreements have been
entered into with SpareBank 1 SR-Bank, SpareBank 1 SMN, Sparebanken Hedmark,
Samarbeidende Sparebanker AS, Sparebankstiftelsen SpareBank 1 Nord-Norge and
other underwriters amongst the bank's largest existing equity certificate
holders.
The gross proceeds of the rights offering will amount to around NOK 750 million.
SpareBank 1 Nord-Norge's issued nominal equity certificate capital will be
increased by NOK 595,880,892following the issue of 33,104,494 new equity
certificates in the rights offering, each with a nominal value of NOK 18.
Private placements
The bank has an authorization to conduct private placements of up to NOK 320
million. Part of this authorization will be utilized to conduct a private
placement towards employees of the SpareBank 1 Nord-Norge Group. In the stock
exchange notice dated 13 August 2013, the Main Board of Directors of SpareBank
1 Nord-Norge proposed to utilize up to NOK 200 million of this authorization to
conduct one or more private placements. Based on feedback from certain owners
and the bank's estimated capital need, the Main Board of Directors has resolved
to postpone the completion of other private placements than the employee
offering.
Employee Offering
Employees of the SpareBank 1 Nord-Norge Group, including Main Board of Directors
of the bank and regional board members, will be invited to subscribe for a
minimum of NOK 10,000 and maximum NOK 200,000 each in new equity certificates
with a 3-year lock-up period. The subscription price in the employee offering
will be NOK 21.00 per equity certificate, as approved by the Supervisory Board
of the bank and in accordance with previous practice. The subscription price is
approximately 30 per cent below estimated market price (TERP-discount). The
employee offering will be executed in parallel with the rights offering.
Through the employee offering, SpareBank 1 Nord-Norge's nominal equity
certificate capital will be increased by up to NOK 25,714,278 through the
issuance of up to 1,428,571 new equity certificates, each with a nominal value
of NOK 18.
New nominal equity certificate capital
Following the completion of the proposed rights offering, the employee offering
and a reduction in the nominal equity certificate capital (reference is made to
the stock exchange notice dated 13 August 2013) the nominal equity certificate
capital of the savings bank will be minimum NOK 1,787,642,676 and maximum NOK
1,813,356,936, consisting of minimum 99.313.482 and maximum 100.742.052 equity
certificates, each with a nominal value of NOK 18.
After the completion of the rights offering, the new equity certificate fraction
from 1 January 2014 is preliminary calculated to 48.4 per cent. Including
3/12 of the net proceeds from the offering the corrected equity capital fraction
per 1 January 2013 is preliminary calculated to 43.4 per cent. This will apply
for distribution of the parent bank's result for the financial year 2013.
Indicative timetable for the rights offering and employee offering:
* First day of listing excluding subscription rights: 10 September 2013
* Subscription rights allocated to the equity certificate owner's VPS
account: 13 September 2013
* First day of the subscription period: 13 September 2013
* Last day of the subscription period: 27 September 2013
* Allocation and issue of allocation: 3 October 2013
* Payment by automatic debit of account: 8 October 2013
* Registration in the Brønnøysund Register Centre: on or about 10 October 2013
* Issuance of new equity certificates: on or about 10 October 2013
* Listing of the new equity certificates: on or about 11 October 2013
Any changes to this timetable will be announced through the Oslo Børs'
information system. All information related to the rights offering and employee
offering will also be made available on www.snn.no.
Arctic Securities, SpareBank 1 Markets and SpareBank 1 Nord-Norge Markets are
acting as Joint Bookrunners in the rights offering and the employee offering.
Advokatfirmaet BAHR is acting as legal advisor.
Tromsø, 9 September 2013
Contact persons at SpareBank 1 Nord-Norge:
CEO Jan-Frode Janson; mob +47 909 75 183
CFO Rolf Eigil Bygdnes; mob +47 905 19 7 74
DISCLAIMER
These written materials are not for distribution in the United States, Canada,
Australia, Hong Kong or Japan. The information contained herein does not
constitute an offer of securities for sale in the United States, Canada,
Australia, 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.
FORWARD LOOKING STATEMENTS
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 Nord-
Norges'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 Nord-Norge via Thomson Reuters ONE
[HUG#1727911]
Unternehmensinformation / Kurzprofil:
Datum: 09.09.2013 - 09:01 Uhr
Sprache: Deutsch
News-ID 294486
Anzahl Zeichen: 9573
contact information:
Town:
Tromsø
Kategorie:
Business News
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