Not for release, publication or distribution in the United States, Canada, Australia or Japan.
On 1 February 2012 SpareBank 1 SMN published its plans to strengthen equity through a fully underwritten rights offering with preferential rights for existing owners of equity certificates with gross proceeds of up to NOK 750 million, a private placement of up to NOK 60 million towards employees of the group and board members of the bank, and a private placement primarily towards Sparebankstiftelsen SpareBank 1 SMN of up to NOK 200 million
At the same time the Board of Directors proposed to reduce the nominal equity certificate capital with NOK 474,651,430 from NOK 2,373,257,150 to NOK 1,898,605,720, by changing the nominal value per equity certificate from NOK 25 to NOK 20, and transferring NOK 474,651,430 to the surplus fund.
The rights offering
The Board of Directors of SpareBank 1 SMN proposes terms for the rights offering with a subscription price of NOK 26 per equity certificate.
The terms must be resolved at the meetings in the Supervisory Board of SpareBank 1 SMN, 6 March 2012.
- The subscription price per equity certificate will be NOK 26, 28.09 percent lower than the theoretical price excluding rights and dividends
- SpareBank 1 SMN's nominal equity certificate capital will be increased by NOK 569,543,400, by issuing 28,477,170 new equity certificates, each at a nominal value of NOK 20
- Equity certificate holders as of 6 March 2012, as registered as holders of equity certificates in the savings bank's register of equity certificate holders with the VPS as of 9 March 2012, will receive 3 subscription rights for each 10 existing equity certificate (i.e. 0.3 subscription rights per 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 equity certificates will trade exclusive of the right to receive subscription rights from and including 7 March 2012
- The subscription period commences on 12 March 2012 at 0900 and ends on 26 March 2012 at 1730 (CET)
- The subscription rights will be tradable from 12 March 2012 at 0900 until 26 March 2012 at 1730 (CET)
Subscription rights will be tradable and listed on Oslo Børs with ticker "MING T" from 12 March 2012 at 0900 to 26 March 1730 (CET). Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.
Oversubscription and subscription for equity certificates without subscription rights will be permitted. Further details of the terms of the rights offering will be described in the prospectus to be released on or about 8 March 2012.
The rights offering is fully underwritten by a consortium established by SpareBank 1 Markets AS, SpareBank 1 SMN Markets and Swedbank First Securities. Gross proceeds of the rights offering will amount to NOK 740,406,420.
Indicative timetable for the rights offering
6 March 2012 Meeting of the Supervisory Board to resolve the equity increase
6 March 2012 Last day of trading of equity certificates inclusive of rights to receive subscription rights in the rights offering (the cut-off date)
7 March 2012 Existing equity certificates are traded exclusive of subscription rights
On or about 8 March 2012 Publication of prospectus
9 March 2012 Record date for the rights offering, i.e. equity certificate holders as of 6 March 2012 (the cut-off date) as appearing in the VPS register as of 9 March 2012 will receive subscription rights.
12 March 2012 Subscription rights will be registered on each equity certificate holder's VPS account according to the VPS register on the record date
12 March at 0900 to Subscription period
26 March 2012 at 1730
12 March at 0900 to Trading in subscription rights
26 March 2012 at 1730
30 March 2012 Allocation of new equity certificates and distribution of allocation letters
3 April 2012 Payment date for the new equity certificates
On or about 11 April 2012 Registration in the Norwegian Register of Business Enterprises and delivery of the new equity certificates
On or about 12 April 2012 Listing and commencement of trading in the new equity certificates issued
Any changes to this timetable will be announced through the Oslo Børs information system. All information related to the rights offering will be made available on www.smn.no.
The employee offering
Employees with permanent non-terminated employment on 50% or more basis per 1 March 2012 in (i) the savings bank, (ii) the subsidiaries of the savings bank in which the savings bank owns more than 85 per cent of the shares, and (iii) SpareBank 1 Bilplan AS and Berg Data AS, may subscribe for up to 3,000 equity certificates with a one-year lock-up period. Correspondingly, the directors of the Board of Directors of the savings bank and deputy members that attend meetings on a fixed basis, may also subscribe equity certificates in the employee offering. The subscription price in the employee offering is NOK 26 per equity certificate, the same as in the rights offering. The employee offering will be executed in parallel with the rights offering.
Through the employee offering, the nominal equity certificate capital will be increased by up to NOK 46,153,840 through issuing up to 2,307,692 new equity certificates, each with a nominal value of NOK 20. Gross proceeds of the employee offering will amount to a maximum of NOK 59,999,992.
Following completion of the rights offering, the employee offering and transfer from the nominal equity certificate capital to the surplus fund, SpareBank 1 SMN's nominal equity certificate capital will be minimum NOK 2,468,149,140 and maximum NOK 2,514,302,960, consisting of minimum 123,407,457 and maximum 125,715,148 equity certificates, each with a nominal value of NOK 20.
SpareBank 1 Markets AS acts as Global Coordinator and Bookrunner, and SpareBank 1 SMN Markets and Swedbank First Securities act as Joint Lead Managers for the above mentioned transactions.
Trondheim, 6 March 2012
Contact persons at SpareBank 1 SMN:
CEO Finn Haugan; mob + 47 900 41 002
CFO Kjell Fordal; mob +47 905 41 672
Head of Corporate Communications Hans Tronstad; mob + 47 941 78 322
About SpareBank 1 SMN
SpareBank 1 SMN is the region's leading financial services group. It leads the retail and corporate market, and is positioned in 43 municipalities across the region.
We aim to be the recommended bank for customers in Mid-Norway, and as a local, independent savings bank we feel a special responsibility for stimulating growth and prosperity in the region. We base our business on closeness to our customers, good accessibility, a full product range and comprehensive financial advisory services.
Our head office is in Trondheim. The Group employs about 1,100 staff and includes the following subsidiaries: SpareBank 1 SMN Finans, EiendomsMegler 1 Midt-Norge, Allegro Finans and SpareBank 1 SMN Regnskap. SpareBank 1 SMN is also the largest shareholder of BN Bank with 33 percent ownership.
SpareBank 1 SMN is one of six owners of SpareBank 1 Gruppen. For further information, visit our website at www.smn.no
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Disclaimer
This document does not constitute an offer to sell or the solicitation of an offer to buy the securities of SpareBank 1 SMN (the "Securities") in the United States or in any other jurisdiction outside Norway. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the Securities has not registered, and does not intend to register, any portion of the Offering in the United States or in any other jurisdiction outside of Norway, and does not intend to conduct a public offering of the Securities in the United States or in any other jurisdiction outside Norway. Copies of this document are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.
Forward-looking statements
This document includes "forward-looking statements" that involve risks, uncertainties and other factors, many of which are outside of our control that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, future events, performance and/or other information that is not historical information. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, except as required by law.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)