NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE

Aprila Bank ASA ("Aprila" or the "Company") is contemplating to raise gross proceeds of approx. NOK 43 million through issuance of a total of 6,581,865 new ordinary shares (the "Offer Shares") in the Company (the "Private Placement"). The Private Placement is guaranteed fully subscribed. 

The Private Placement is directed towards (i) the Company’s 149 largest existing shareholders as of 9 February 2024, as recorded in the Euronext Securities Oslo ("ESO") (formerly VPS) on 13 February 2024; and (ii) other investors who may lawfully participate in the Private Placement without triggering the obligation to prepare a prospectus. The subscription price per Offer Share in the Private Placement (the "Subscription Price") will be NOK 6.50 per share.

The net proceeds from the Private Placement will be used to strengthen the Company's equity inter alia in order to ensure continued compliance with the Company's capital requirements going forward, as well as for general corporate purposes.

The Private Placement is guaranteed fully subscribed by SES AS  and Kvantia AS (the "Guarantors"). The Guarantors hold a total of 15,507,198 shares in the Company, equivalent to 23.5% of the outstanding shares and are represented on the board of directors by Bertel Steen and Hans Marius Falkanger, respectively. The Guarantors will not receive any fee nor preferred allocation under the guarantee agreements.

SES AS currently holds 19.8% of the outstanding shares in the Company and has been granted a permission by the Norwegian Financial Supervisory Authority to acquire up to 25% of the outstanding shares, provided that the shares are acquired prior to the end of February 2024 (the "Authorisation").

The application period in the Private Placement starts today, on 13 February 2024 and ends at 16:00 CET on 15 February 2024. The Company may at its sole discretion extend or shorten the application period at any time and for any reason.

The final allocation of the Offer Shares will be determined by the Company's Board of Directors at its sole discretion at the end of the application period. Notification of allocation is expected to be sent by the Company on or about 16 February 2024. The payment date for the Private Placement is expected to be on or about 21 February 2024 and the Offer Shares are expected to be delivered as soon as practicable after all conditions for completion in the Private Placement have been fulfilled.  The Offer Shares will be issued pursuant to the board authorisation to increase the Company's share capital resolved by the Company's general meeting on 27 April 2023.

Completion of the Private Placement by the delivery of the Offer Shares will be subject to (i) final resolution by the Company’s board of directors, (ii) payment being received for the Offer Shares, (iii) to the extent completion of the Private Placement is dependent on subscription of shares from SES AS (one of the two guarantors), that the Private Placement is completed before the Authorisation expires or that an extension of the Authorisation or a new authorisation for such acquisition has been granted by the Financial Supervisory Authority of Norway, and (iii) registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises and issuance of the Offer Shares in VPS (ESO).

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. The Company will not be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation. 

The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act.

The board has considered alternative structures for raising new equity. By structuring the transaction as a guaranteed private placement, the Company will be in a position to complete the share issue in today's market conditions in an efficient manner. The subscription price for the Offer Shares includes a premium of NOK 0.10 compared to the volume weighted average price of the shares in the Company over the 30 days the shares have been traded prior to 4 Februay 2024 and a NOK 0.05 discount compared to the volume weighted average price of the shares in the Company over the 30 calendar days prior to 4 Februay 2024. It is also noted that the Company will not pay any fee for the subscription guarantee. A rights issue would have implied a longer lead time, including a longer guarantee period for the guarantor which would be likely to require a guarantee fee. Furthermore, a rights issue would normally be carried out at a substantial discount in the offer price which would be detrimental to any shareholders who are unable or unwilling to participate a rights issue. The board of directors also considered carrying out a subsequent repair issue, but as the Private Placement is directed towards inter alia the 149 largest shareholders, has an application period spanning three days and a close to at market offer price, the board of directors has decided not to implement a subsequent offering.  Following careful considerations, the board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders.

Advokatfirmaet Pricewaterhousecoopers AS is acting as legal advisor to the Company.

For further information, please contact:

Kjetil Barli, CFO
+47 908 42 016
kjetil@aprila.no


About Aprila Bank ASA
Aprila is an innovative product- and technology company offering enhanced access to financing for businesses. Aprila’s API-based technology platform supports both direct customer relationships as well as customer relationships established through partners. The bank commenced operations in April 2018.

IMPORTANT INFORMATION

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. Aprila Bank ASA does not intend to register any part of the offering in the United States. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented the EU Prospectus Regulation (Regulation (EU) 2017/1129 with amendments thereto), including any applicable implementing measures in any Member State, the "Prospectus Regulation") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation. This announcement is not a prospectus within the meaning of the Prospectus Regulation, as implemented in each member State of the European Economic Area. With respect to the EEA Member States, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 1 of the Prospectus Regulation.