Beskrivning
| Land | Norge |
|---|---|
| Lista | Euronext Growth Oslo |
| Sektor | Finans |
| Industri | Bank |
2025-09-25 16:30:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES
OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Instabank ASA - Contemplated Private Placement and retail offer via PrimaryBid
Instabank ASA ("Instabank" or the "Company") hereby announces a contemplated
private placement of new shares in the Company to raise gross proceeds of NOK
150 million (the "Private Placement"). The Company has engaged DNB Carnegie, a
part of DNB Bank ASA as sole bookrunner (the "Manager") to advise on and effect
the contemplated Private Placement. The Company is also contemplating to effect
a retail offering of new shares up to the NOK equivalent of EUR 1 million via
the PrimaryBid platform (the "PrimaryBid Offering") (together with the new
shares in the Private Placement, the "Offer Shares").
The subscription price per Offer Share and the final number of Offer Shares to
be issued in the Private Placement will be determined by the board of directors
of the Company (the "Board") on the basis of an accelerated bookbuilding process
to be conducted by the Manager.
The net proceeds to the Company from the Private Placement and the PrimaryBid
Offering will be used to (i) support expansion of the Company's credit card
offering in Germany, (ii) give the Company flexibility to further accelerate
organic lending growth and to acquire loan portfolios, (iii) and for general
corporate purpose.
The following investors and primary insiders of the Company have pre-committed
to subscribe for and will be allocated Offer Shares in the Private Placement:
- Kistefos AS, the Company's largest shareholder, for NOK 37.5 million.
- CEO Robert Berg, through Sonsinvest AS, for NOK 500,000.
- CFO Per Kristian Haug for NOK 150,000.
- CMO Jørgen Rui for NOK 400,000.
- CTO Farzad Jalily for NOK 200,000.
- COO and employee representative in the Board, Anne Jørgensen for NOK 100,000.
- Chairman Thomas Berntsen, through Birkelunden Investeringsselskap AS and Kaare
Berntsen AS, for NOK 9.5 million.
- Board member Siv Galligani for up to NOK 500,000.
- Board member Gunn Isabel Westerlund Ingemundsen for NOK 100,000.
Trading update
In July and August 2025, gross lending increased by NOK 290 million, with profit
before tax totalling NOK 26.8 million for the same period. The CET1 ratio stood
at 17%, which is 0.9% above the regulatory requirement including the P2G buffer.
The Company has updated its 2025 guidance to profit after tax of NOK 117-120
million.
The Private Placement
The bookbuilding period for the Private Placement will commence today, 25
September 2025 at 16:30 (CEST) and close on 26 September 2025 at 08:00 (CEST).
The Company and the Manager may, however, at their sole discretion, resolve to
extend or shorten the bookbuilding period at any time and for any reason on
short or without notice. If the bookbuilding period is extended or shortened,
any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian, Nordic and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017)
are available, including to employees and directors of the Company. Allocation
of Offer Shares will be determined by the Board, at its sole discretion, in
consultation with the Manager, following the expiry of the bookbuilding period.
Settlement of the Offer Shares is expected to take place on or about 30
September 2025 on a delivery-versus-payment (DVP) basis by delivery of existing
and unencumbered shares in the Company that are already listed on Euronext
Growth Oslo, pursuant to a share lending agreement (the "Share Lending
Agreement") expected to be entered into between the Company, Kistefos AS and the
Manager. The Offer Shares delivered to the investors in the Private Placement
will thus be tradable upon allocation.
Completion of the Private Placement (for investors allocated Offer Shares) is
subject to (i) all necessary corporate resolutions of the Company required to
implement the Private Placement being validly made by the Company, including,
without limitation, the Board resolving to complete the Private Placement, at
its sole discretion, including to issue the Offer Shares in the Private
Placement pursuant to an authorisation granted by the Company's annual general
meeting held on 10 April 2025 (the "Board Authorisation"), and (ii) the Share
Lending Agreement remaining unmodified and in full force and effect. The Private
Placement is not conditional on completion of the PrimaryBid Offering.
The Company reserves the right to, at any time and for any reason prior to
notification of allocation, to cancel the Private Placement and/or to modify the
terms of the Private Placement. Neither the Company nor the Manager will be
liable for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.
The Private Placement and PrimaryBid Offering represent a deviation from the
shareholders' pre-emptive right to subscribe for and be allocated the Offer
Shares. The Board has considered the Private Placement and the PrimaryBid
Offering in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, and deems that the proposed Private Placement and
PrimaryBid Offering is in compliance with these obligations. 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. The net proceeds from the Private
Placement and the PrimaryBid Offering, will be used to support expansion of
Instabank's credit card offering in Germany, and give the Company flexibility to
further accelerate organic lending growth and to acquire loan portfolios, which
is deemed to be in the best interest of the Company and its shareholders. By
structuring the equity raise as a private placement, the Company is expected to
raise equity efficiently, with a lower discount to the current trading price, at
a lower cost and with a significantly reduced completion risk compared to a
rights issue. Furthermore, by including the PrimaryBid Offering, the Company
makes the offering more accessible to all of its existing shareholders. In
summary, the Company expects to be in a position to complete the share issue in
today's market conditions in an efficient manner, at a higher subscription price
and at significantly lower cost and with a lower completion risk than would have
been the case for a rights issue.
The Company may, subject to completion of the Private Placement and certain
other conditions, and depending on the participation of the Company's existing
shareholders in the Private Placement and the PrimaryBid Offering, consider a
subsequent repair offering of new shares at the same subscription price as in
the Private Placement and otherwise in line with market practice.
The PrimaryBid Offering
The PrimaryBid Offering comprises a retail offer of up to the NOK equivalent of
EUR 1 million to the public in Norway, subject to an exemption being available
from prospectus requirements and any other filing or registration requirements
and subject to other selling restrictions.
Key highlights and details for the PrimaryBid Offering:
- Price per Offer Share: To be set through the Private Placement (accelerated
bookbuilding).
- Application period: From 25 September 2025 at 16:30 (CEST) to 25 September
2025 at 21:00 (CEST).
- No minimum order size.
- Available for investors in Norway.
- Applications can only be submitted through Nordnet's website from the start to
the end of the application period.
The Company may, at its sole discretion, resolve to extend or shorten the
application period for the PrimaryBid Offering at any time and for any reason on
short or without notice. If the application period is extended or shortened, any
other dates referred to herein may be amended accordingly.
Please use the following link to apply for shares
https://www.nordnet.no/aksjer/ipo-emisjon (the transaction will appear when the
PrimaryBid Offering is live, expected in approx.15 minutes from the time of this
announcement).
Completion of the PrimaryBid Offering is subject to (i) completion of the
Private Placement, (ii) all necessary corporate resolutions of the Company
required to implement the PrimaryBid Offering being validly made by the Company,
including, without limitation, the Board resolving to complete the PrimaryBid
Offering, at its sole discretion, including to issue the Offer Shares in the
PrimaryBid Offering pursuant to the Board Authorisation, and (iii) the Share
Lending Agreement being validly entered into and remaining unmodified and in
full force and effect. The PrimaryBid Offering will not be completed if the
Private Placement is not completed.
The Company reserves the right to, at any time and for any reason prior to
notification of allocation, to cancel the PrimaryBid Offering and/or to modify
the terms of the PrimaryBid Offering. Neither the Company nor the Manager will
be liable for any losses incurred by applicants if the PrimaryBid Offering is
cancelled, irrespective of the reason for such cancellation.
Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Manager, following the expiry of the
bookbuilding period for the Private Placement. The PrimaryBid Offering is
incidental to the Private Placement and will in any case be limited to a maximum
of the NOK equivalent of EUR 1 million. Allocations will be reduced at the
Company's discretion should demand exceed this limit.
Settlement of the Offer Shares is expected to take place on or about 30
September 2025 on a delivery-versus-payment (DVP) basis by delivery of existing
and unencumbered shares in the Company that are already listed on Euronext
Growth Oslo, pursuant to the Share Lending Agreement. The Offer Shares delivered
to the investors in the PrimaryBid Offering are expected to be tradable upon
allocation.
Each applicant in the PrimaryBid Offering accepts the following by placing an
application through Nordnet's platform: an investment in the Offer Shares is
made solely at the applicant's own risk and is based on the applicant's own
assessment of the Company and the Offer Shares. An investment in the Offer
Shares is only suitable for investors who can afford to lose the invested
amount. No prospectus or other document providing a similar level of disclosure
has been prepared in connection with the PrimaryBid Offering.
Advisors
DNB Carnegie, a part of DNB Bank ASA is acting as sole bookrunner for the
Private Placement.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in
connection with the Private Placement.
For further information, please contact:
Robert Berg, CEO
+47 974 85 610
Per Kristian Haug, CFO
+47 952 38 717
About Instabank ASA:
Instabank is a Norwegian digital bank with offices in Oslo, Norway and has been
operating since 2016. The Company operates in Norway, Finland, Germany and
Sweden, offering competitive savings, insurance, point of sales (POS) financing,
credit cards, mortgages and unsecured loan products to consumers who qualify
after a credit evaluation. The bank's products and services are distributed to
agents, retail partners and directly on the bank's website and mobile app.
Instabank is admitted to trading on Euronext Growth at Oslo Børs, with ticker
INSTA.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Per Kristian Haug, CFO on the
date and at the time set out above, on behalf of the Company.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and accordingly may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and in accordance with applicable U.S.
state securities laws. The Company does not intend to register any part of the
offering in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the U.S. Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 as amended (together with any
applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "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 the Company believe 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 their 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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.