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Norwegian Finans Holding ASA - Information on the subsequent offering
Reference is made to the announcement published by Norwegian Finans Holding ASA ("NFH" or the "Company") on 13 February 2017 regarding a private placement of new shares with gross proceeds of approximately NOK 500 million (the "Private Placement").
The Board of Directors has resolved to conduct a subsequent offering (the "Subsequent Offering") with gross proceeds of up to approximately NOK 100 million by issuing up to 1 302 931 new shares at NOK 76.75 per share, equal to the subscription price in the Private Placement.
The Subsequent Offering will be directed towards shareholders in the Company as of 13 February 2017, as registered in the VPS on 15 February 2017, who were not given an opportunity to participate in the Private Placement. The Subsequent Offering will only be directed toward such persons 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the Subsequent Offering. Oversubscription for the relevant shareholders will be allowed. Subscription without subscription rights will not be allowed.
The subscription period in the Subsequent Offering is expected to commence on or about 20 March 2017 and end on or about 3 April 2017 at 16:30 CET.
In accordance with the continuing obligations for companies listed on the Oslo Stock Exchange, the following key information is given with respect to the Subsequent Offering:
The following will apply for the Subsequent Offering:
- Date of announcement of the Subsequent Offering: 13 February 2017
- Last day including right: 13 February April 2017
- Ex. date: 14 February 2017
- Record date: 15 February 2017
- Date of approval: The Subsequent Offering is subject to approval of the corresponding share capital increase by the Financial Supervisory Authority of Norway
- Maximum number of new shares: 1 302 931
- Subscription price: NOK 76.75
- Maximum gross proceeds: NOK 99 999 954.25
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Arctic Securities AS acts as Manager and Advokatfirmaet Simonsen Vogt Wiig AS acts as NFH's legal counsel in the Subsequent Offering.
For further information, please contact acting CEO, Pål Svenkerud: phone: + 47 93403904
For more information, visit the Company's website at www.banknorwegian.no .
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.
