NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Norwegian Finans Holding ASA - Contemplated Private Placement
Norwegian Finans Holding ASA ("NFH" or the "Company") has engaged Arctic Securities AS (the "Manager") to assist the Company in a contemplated private placement (the "Private Placement") through issuance of new shares for a total consideration of approximately NOK 500 million (the "New Shares"). The Private Placement comprises an offering directed at selected Norwegian investors, and selected investors in other jurisdictions as permitted by applicable securities laws provided that the Company is not required to file a prospectus, application or other similar documentation. The minimum application and allocation amount is set to the NOK equivalent to EUR 100,000 (however, NFH and the Manager may in their own discretion invite and accept applications for lower amounts from up to 149 investors).
Bank Norwegian AS ("the Bank") delivers a combined Nordic (gross) loan growth of NOK 3.5 bn. in Q4'16, up NOK 0.8 bn. compared to Q3'16. The loan growth in 2017 has been strong. The growth is particularly strong outside Norway, demonstrating a successful business model of small loans distributed to the retail market and diversified both geographically in the Nordics and regionally within each country. However, at the back of the strong development, the core Tier 1 capital declines from 14.0% in Q3'16 to 13.7% per 31 December 2016. Further, an increased core Tier 1 capital requirement under pillar 2 is expected to be communicated by the Financial Supervisory Authority of Norway (the "FSA") at the earliest during Q2'17. Hence, the Bank will increase its capital targets going forward, most likely in relation to Q1'17, and aims for a core Tier 1 capital ratio of approximately 16.0% by the end of Q2'17. The increased capital targets will be met through a number of measures to be implemented by the Bank. These include continued growth in earnings, deferring initiation of dividend payments until 2018 based on the financial result in 2017 and inject new equity through the Private Placement. The Private Placement is expected to increase the core Tier 1 capital with about 2.3%. Going forward, the intended loan growth will be accommodated to the capital base so that internal generation of capital is sufficient to fulfil the capital requirements.
The Board will under the Private Placement decide to derogate from the existing shareholders' pre-emptive rights to subscribe for the New Shares. The Board is of the opinion that the structure of the Private Placement together with the intended subsequent repair offering is in compliance with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014.
The subscription price in the Private Placement will be set through an accelerated book-building process conducted by the Manager. The application period is contemplated to commence today on 13 February 2017 at 16:30 (CET) and to close on 14 February 2017 at 08:00 (CET). The Company, together with the Manager, reserves the right to close or extend the application period at any time at their sole discretion and on short notice.
Allocation of the New Shares will be determined at the end of the book-building process. The final allocation and resolution will be made at the Board's sole discretion.
The Private Placement and connected capital increase will be subject to (i) final resolution by the Board based on the authorization to increase the share capital resolved by the Company's annual general meeting on 27 April 2016, and (ii) approval of the corresponding share capital increase by the FSA. The New Shares will be registered with the Norwegian Register of Business Enterprises (Foretaksregisteret) and VPS (the Norwegian Central Securities Depository) and listed on Oslo Børs as soon as reasonably practicable following the approval from the FSA.
The Company will announce the result of the Private Placement, the number of shares allocated and the final subscription price in the Private Placement through an announcement expected to be published before opening of trading on Oslo Børs tomorrow, 14 February 2017.
The following members of the management and board and large shareholders have committed to subscribe in the Private Placement at the price determined through the book-building:
| Company | Name | Position | Min. Subscription | |
| Brumm AS & Sneisungen AS | Bjørn H. Kise | Chairman | NOK 33,591,150 | |
| Pål Svenkerud | Acting CEO | NOK 3,223,587 | ||
| Norwegian Air Shuttle ASA | NOK 99,999,997 | |||
| Green 91 AS (previously Laguan AS) | Lars Ola Kjos | Board member in Bank Norwegian | NOK 31,570,373 | |
In addition, the Private Placement has obtained significant support from the existing shareholder base.
Subject to receipt of the share contribution in the Private Placement, NFH intends to carry out a subsequent repair offering (the "Subsequent Offering") of new shares directed towards shareholders in the Company as of 13 February 2017, as registered with the VPS on 15 February 2017, who were not given an opportunity to participate in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. The subscription rights in the Subsequent Offering will not be listed on Oslo Børs or tradable.
The Company will issue a separate announcement regarding the ex. date, record date and other information for the participation in the Subsequent Offering.
Advokatfirmaet Simonsen Vogt Wiig AS has been retained as NFH's legal counsel in connection with the Private Placement.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Disclaimer The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any New Shares in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action.
There will be no public offer of the New Shares in the United States. The New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities law of any state or other jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except (a) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S, as applicable or (b) pursuant to Rule 144A under the U.S. Securities Act by executing and delivering a separate U.S. investor representation letter to the Manager. A person in the United States or who is a "U.S. Person" (within the meaning of Regulation S under the U.S. Securities Act), may not apply for New Shares or otherwise take steps in order to subscribe or purchase New Shares unless the subscriber has confirmed to the Manager that it is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the U.S. Securities Act and if resident in California, an "institutional investor" as defined in Rule 260.102.10 under the California Corporate Securities Law of 1968, as amended, in each case acquiring the New Shares for investments purposes for its own account or for one or more accounts of another/other QIB(s), where it has investment discretion over such accounts in a transaction exempt from the registration requirements under the U.S. Securities Act by executing and delivering a U.S. investor representation letter to the Manager. The New Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be deposited into any unrestricted depositary receipt facility in the United States, unless at the time of deposit the New Shares are no longer "restricted securities". New Shares will only be offered in the United Kingdom (a) to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances where, in accordance with section 86(1)(c) and (d) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply as the minimum denomination of and subscription for the New Shares exceeds EUR 100,000 or an equivalent amount. Any application or subscription for the New Shares is available only to relevant persons and will be engaged in only with relevant persons and each UK applicant warrants that it is a relevant person.
The offering of New Shares is not being made into Canada, Australia or Japan.
This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NFH believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice. Norwegian Finans Holding AS disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.
