Announcement no. 16-2009
28 October 2009
Company Announcement
Amagerbanken will strengthen its capital base by up to DKK 1,250m
Karsten Ree Holding ApS provides guarantee of DKK 500m
Amagerbanken has on 28 October 2009 decided to implement a significant
strengthening of the Bank's capital base. With a sturdy shareholder base and a
central position in the most essential developing areas in Denmark Amagerbanken
will be strongly positioned to provide financial services for private customers
as well as the corporate sector in the future.
The strengthening of the capital base will take place by capital increases with
and without pre-emption rights for all the shareholders of the Bank and by
issuing supplementary capital (subordinated loan capital). The strengthening of
the capital base totals up to DKK 1,250m and is supported by a subscription
commitment of DKK 500m from Karsten Ree Holding ApS covering a share capital
increase as well as the supplementary capital, following which the banks core
capital will become 6,7 % as a result of the guarantee of DKK 500m.
The capital injection is conditional on certain issues, see below.
Capital increases
In accordance with the authorisation in article 5 of the Article of Association,
the Bank has decided to implement a private placing of 5,000,000 new shares,
subscribed at the price of 45 per share. The share capital will thus be
increased from DKK 221,821,900 to DKK 321,821,900. The capital increase will be
subscribed by Karsten Ree Holding ApS and provides gross proceeds of approx. DKK
225m to Amagerbanken. The shares are expected to be admitted for listing after
fulfilling the below conditions and publication of a prospectus.
Moreover, the Bank decided to carry through capital increases with priory
subscription right for the Bank's former shareholders and Karsten Ree Holding
ApS thus providing proceeds of between DKK 250m and DKK 500m to the Bank. The
final terms of the capital increase, the offer price and the completion will be
determined in connection with the offering of shares, which is expected to
commence in week 48.
Karsten Ree Holding ApS has undertaken to restrain its ownership of shares in
Amagerbanken to less than 33 1/3 %. As part of the new shareholder's significant
ownership, the Bank and the present Board of Directors consider it natural that
Karsten Ree Holding ApS may recommend candidates for the Board of Directors for
election at the Bank's General Meeting.
Supplementary capital
Concurrent with the capital increase with pre-emption rights Amagerbanken will
offer supplementary capital (subordinated loan capital) by up to DKK 500m with a
term of 6 years. The specific terms and the offer will be determined and
published in connection with the share offering, see above.
Requirements of strengthening of the capital base
Amagerbanken and Karsten Ree Holding ApS agree that the completion of the
strengthening of the capital base is conditional upon:
that Amagerbanken's General Meeting adopts the abolition of the company's voting
right restriction and other amendments of Articles of Association necessary to
carry through the capital increases and subscription of hybrid core capital from
the Danish state, etc.
that Amagerbanken gets a definite undertaking of and comply with the conditions
for obtaining hybrid core capital from the Danish state of DKK 1,400m
that Amagerbanken publishes a prospectus as a basis of the capital increases and
issuance of supplementary capital and
that no significant negative change in the Bank's financial position occurs
until such time when the Board of Directors finally approves the subscription of
new shares, supplementary capital and raising of hybrid core capital.
Prospectus
Amagerbanken expects to publish prospectus of the capital increases and the
supplementary capital end of November 2009 with a view to complete the
strengthening of the capital base prior to Christmas 2009.
Inquiries may be addressed to
Mr. Jørgen Brændstrup, Managing Director and Chief Executive by phone +45 32 66
60 01
Strengthening of capital base of up to DKK 1250m - guaranteed amount DKK 500m
| Source: Amagerbanken A/S
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