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 - Private Placement fully subscribed and Mandatory Notification of Trades
Reference is made to the announcement published by Norwegian Finans Holding ASA ("NFH", or the "Company") on 13 February 2017 at 16:55 CET (the "Launch Announcement") regarding the contemplated private placement (the "Private Placement").
The Board of Directors (the "Board") of the Company is pleased to announce that NFH has successfully resolved and completed the Private Placement with the support of existing investors, raising approximately NOK 500 million in gross proceeds through the subscription and allocation of 6 514 658 new shares (the "New Shares") at a subscription price of NOK 76.75 per share (the "Subscription Price"), which corresponds with the quoted share price at close of market on 13 February 2017. The Private Placement was significantly oversubscribed.
Issuance and delivery of the New Shares is subject to approval of the corresponding share capital increase by the Financial Supervisory Authority of Norway (the "FSA"). Subject to approval by the FSA of the capital increase related to the New Shares, the due date for payment for allocated New Shares is expected to be on or about 17 February 2017. The New Shares will be registered with the Norwegian Register of Business Enterprises and the VPS following approval by the FSA and receipt of payment for all the New Shares. Following issuance of the New Shares, the issued and outstanding share capital of the Company will be NOK 186 618 704 distributed on 186 618 704 shares each having a par value of NOK 1.00.
As explained in the Launch Announcement, the Board will derogate from the existing shareholders' pre-emptive rights to subscribe the New Shares. The Board is of the opinion that the decision complies with applicable equal treatment obligations. This is in particular due to the fact that (i) the decision gives the Company access to the new capital at low risk and in time to comply with the increased core Tier 1 capital requirement under pillar 2 expected to be communicated by the FSA at the earliest in Q2'17 while at the same time allowing for continued growth; (ii) the costs of raising the new capital are low due to no discount and that fees for subscription guarantees have been avoided; (iii) existing shareholders who were not given an opportunity to participate in the private placement will receive subscription rights in a subsequent offering in the Company following completion of the Private Placement, see below.
The Subscription Price has been set through an open book-building process. Directors and Officers of NFH have participated in the Private Placement.
Subject to receipt by the Company of the approximately NOK 500 million proceeds under the Private Placement and approval of the corresponding share capital increase by the FSA, the Board will carry out a subsequent repair offering (the "Subsequent Offering") with gross proceeds of up to NOK 100 million 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 price in such Subsequent Offering will be NOK 76.75 per share, equal to the Subscription Price in the Private Placement.
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 (the Company will issue a separate announcement regarding the ex. date)
- Record date: 15 February 2017
- Date of approval: The Subsequent Offering is subject to approval of the corresponding share capital increase by the FSA
- Maximum number of new shares: 1 302 931
- Subscription price: NOK 76.75
- Maximum gross proceeds: NOK 99 999 954.25
The net proceeds from the Private Placement and the Subsequent Offering will be used to increase the core Tier 1 capital to comply with the increased capital requirement expected from the FSA and for further growth.
The following members of the Company's management and board, on behalf of themselves or affiliated companies, have been allocated New Shares in the Private Placement, each such share allocated at the Subscription Price:
- Pål Svenkerud, acting CEO: 42 001 New Shares. After the transaction, Pål Svenkerud owns 1 203 163 shares in the Company.
- Tore Andresen, COO: 37 914 New Shares. After the transaction, Tore Andresen owns 1 086 086 shares in the Company.
- Fredrik Mundal, CMO: 3 257 New Shares. After the transaction, Fredrik Mundal owns 3 257 shares in the Company.
- Tore Widding, CRO: 17 506 New Shares. After the transaction, Tore Widding owns 501 480 shares in the Company.
- Merete Gillund, CIO: 17 807 New Shares. After the transaction, Merete Gillund owns 510 111 shares in the Company.
- Brede Huser, board member: 11 600 New Shares. After the transaction, Brede Huser owns 158 724 shares in the Company.
- Norwegian Air Shuttle AS: 1 302 931 New Shares. After the transaction, Norwegian Air Shuttle AS owns 37 323 739 shares in the Company.
- Green 91 AS, a company wholly owned by Lars Ola Kjos, board member of Bank Norwegian AS: 443 223 New Shares. After the transaction, Green 91 AS owns 11 815 127 shares in the Company.
- Brumm AS, a company wholly owned by Bjørn H. Kise, Chairman of the Board: 305 635 New Shares. After the transaction, Brumm AS owns 7 987 078 shares in the Company.
- Sneisungen AS, a company owned 51 % by Bjørn H. Kise, Chairman of the Board: 175 801 New Shares. After the transaction, Sneisungen AS owns 4 594 162 shares in the Company.
Arctic Securities AS acted as Manager and Advokatfirmaet Simonsen Vogt Wiig AS acted as NFH's legal counsel in the Private Placement.
For further information, please contact acting CEO, Pål Svenkerud: phone: + 47 93403904
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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.