Nasdaq Copenhagen
London Stock Exchange
Other stakeholders
31 May 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, SINGAPORE, HONG KONG, JAPAN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR REGULATIONS OF SUCH JURISDICTION.
Publication of merger document regarding the merger of Ringkjøbing Landbobank Aktieselskab and Nordjyske Bank A/S
The boards of directors of Ringkjøbing Landbobank Aktieselskab (hereinafter “Ringkjøbing Landbobank”) and Nordjyske Bank A/S (hereinafter “Nordjyske Bank”) on 18 April 2018 released company announcements regarding their decision to propose a merger of the two companies. Reference is further made to the banks’ company announcements of 8 May 2018 regarding the notice to convene extraordinary general meetings to be held on 7 June 2018 with a view to both banks adopting the merger as well as to releasing the corporate documents regarding the merger.
As part of the merger and the issuance of shares as consideration to the shareholders of Nordjyske Bank, Ringkjøbing Landbobank and Nordjyske Bank have published a joint merger document in Danish containing information equivalent to the information comprised by a prospectus pursuant to section 17(1)(iii) and section 18(1)(iii) of Executive Order no. 1176 of 31 October 2017 on prospectuses (“the Merger Document”). The Merger Document is attached to this announcement. Moreover, an English-language extract of the Merger Document (“the Extract”) has been prepared which is available on Ringkjøbing Landbobanks website, www.landbobanken.dk.
The merger will entail a transfer of all activities, assets and liabilities of Nordjyske Bank to Ringkjøbing Landbobank (hereinafter “the Continuing Bank” in any references to Ringkjøbing Landbobank as the continuing legal entity). As a consequence of the merger, Nordjyske Bank will cease to exist as an independent legal entity at the time of commencement of the legal effects of the merger.
In connection with the merger, the shareholders of Nordjyske Bank will receive new shares in the Continuing Bank at a 2:1 exchange ratio as well as a cash consideration of DKK 9.00 per share in Nordjyske Bank. For every two shares held in Nordjyske Bank with a nominal value of DKK 10.00 each, the shareholders of Nordjyske Bank thus receive one share with a nominal value of DKK 1.00 in Ringkjøbing Landbobank and a cash consideration of DKK 9.00 per share held in Nordjyske Bank, equivalent to a cash consideration of DKK 18.00 for every two shares held in Nordjyske Bank. It is noted that the cash consideration is subject to withholding tax.
To the extent that the shareholdings held by the shareholders of Nordjyske Bank are not divisible by two, shareholders with an uneven number of Nordjyske Bank shares will receive a cash payment of DKK 187.76 for the excess share, which amount is inclusive of the above-mentioned cash consideration of DKK 9.00 per share. It is noted that the cash consideration is subject to withholding tax.
The consideration payable to the shareholders of Nordjyske Bank in the form of shares in the Continuing Bank will be effected by way of a capital increase in a nominal amount of DKK 9,182,258 in Ringkjøbing Landbobank.
The shares in Ringkjøbing Landbobank received by the shareholders as consideration for the shares in Nordjyske Bank will be treated as if they were acquired on the same date and at the same purchase price as the shares in Nordjyske Bank (succession for tax purposes). The merger is not comparable to a disposal, and therefore no statement of gains or losses in respect of the shares has to be made.
Shareholders of Nordjyske Bank should consult their own tax advisers with a view to clarifying the tax consequences for them of acquiring, holding or disposing of the shares in the Continuing Bank. Reference is further made to section 12.3 “Tax consequences of the merger for the shareholders of Nordjyske Bank” in the Merger Document.
Provided the merger is approved by the Danish FSA and is adopted by the shareholders at the extraordinary general meetings to be held on 7 June 2018 in each of the two banks, the merger is expected to be completed immediately thereafter. For additional information on the expected timetable of the merger, see section 2.7 “Expected timetable of the merger” in the attached Merger Document.
Please direct any questions to the general management.
| Yours sincerely, |
| Ringkjøbing Landbobank John Fisker Jørn Nielsen |
Attached annex:
- Merger Document – Ringkjøbing Landbobank and Nordjyske Bank
Important information
No prospectus is prepared in connection with the merger, as the Merger Document and related annexes constitute the document referred to in section 17(1)(iii) and section 18(1)(iii) of the Danish Prospectus Order (Executive Order no. 1176 of 31 October 2017 on prospectuses). The Extract is an English-language extract of the Merger Document and in case of discrepancies between information in the Extract and the Merger Document, the Merger Document is the governing version.
In certain jurisdictions, the distribution of this announcement, the Merger Document or the Extract and the offering or sale of the New Ringkjøbing Landbobank Shares is restricted by law and/or subject to other restrictions. The Merger Document and the Extract do not constitute an offer to sell or a solicitation of an offer to buy the New Ringkjøbing Landbobank Shares or any part thereof in any jurisdiction to any person to whom the making of such offer or solicitation would be unlawful. Persons resident outside Denmark into whose possession the Merger Document or the Extract may come are assumed by Ringkjøbing Landbobank and Nordjyske Bank to inform themselves about and to observe such restrictions.
This announcement, the Merger Document and the Extract may not be used, distributed, communicated, reproduced or otherwise made available, and the New Ringkjøbing Landbobank Shares may not, directly or indirectly, be offered or sold in the United States, Canada, Australia, Singapore, Hong Kong, Japan or in any other jurisdictions outside Denmark, unless such use or distribution or such offer, sale or exercise is permitted under the applicable laws of the relevant jurisdiction, and Ringkjøbing Landbobank and Nordjyske Bank may request to receive satisfactory documentation thereof.
This announcement, the Merger Document and the Extract contain forward-looking statements about the financial position, results of operation and business of Ringkjøbing Landbobank (including as the Continuing Bank) and Nordjyske Bank. Any statements other than statements of historical fact are forward-looking statements or may be deemed to be forward-looking statements. Forward-looking statements are statements regarding expectations which are based on the managements’ current expectations and assumptions and are associated with known and unknown risks and uncertainties which may cause actual results, developments or events to deviate significantly from the results, developments and events expressed or implied in such statements.
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