2025-11-07 19:37:11
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.
Oslo, 7 November 2025: Reference is made to the stock exchange announcement by
Instabank ASA ("Instabank" or the "Company") on 25 September 2025 regarding the
successfully completed private placement (the "Private Placement") of 60,344,827
new shares raising gross proceeds of approximately NOK 175,000,000, the retail
offering of 4,000,000 new shares via the PrimaryBid platform, raising gross
proceeds of NOK 11,600,000 (the "PrimaryBid Offering"), and a potential
subsequent offering of up to 10,000,000 new shares (the "Subsequent Offering").
In accordance with the authorization to increase the Company's share capital
granted to the board of directors at the Company's annual general meeting held
on 10 April 2025, the board of directors has today resolved to carry out the
Subsequent Offering and to increase the share capital of the Company by a
minimum of NOK 1 and a maximum of NOK 10,000,000 through the issuance of a
minimum of 1 new share and a maximum of 10,000,000 new shares, each with a
nominal value of NOK 1 and with a subscription price of NOK 2.90 (the
"Subscription Price"), which is equal to the subscription price per share as in
the Private Placement and the PrimaryBid Offering.
The resolution is conditional on the registration of a prospectus prepared for
offering new shares to Eligible Shareholders (as defined below) in the
Subsequent Offering with the Norwegian Register of Business Enterprises (the
"Prospectus"). It is expected that the Prospectus will be registered on or about
10 November 2025, and that the subscription period in the Subsequent Offering
will commence at 09:00 hours (CET) on 12 November 2025 and end at 16:30 (CET) on
24 November 2025.
The Subsequent Offering is available to shareholders of the Company as of close
of trading on 25 September 2025, as registered in the Company's register of
shareholders with Euronext Securities Oslo ("VPS") on 29 September 2025 (the
"Record Date"), who (i) were not allocated shares in the Private Placement, and
(ii) are not resident in a jurisdiction where such offering would be unlawful
or, would (in jurisdictions other than Norway) require a prospectus, filing
registration or similar action (such eligible shareholders collectively referred
to herein as the "Eligible Shareholders").
The Eligible Shareholders will be granted non-tradeable subscription rights (the
"Subscription Rights") that, subject to applicable law, give a right to
subscribe for and be allocated shares in the Subsequent Offering at the
Subscription Price. The Eligible Shareholders will be granted 0.06018
Subscription Rights for each existing share registered as held by such Eligible
Shareholder as of the Record Date. The Subscription Rights will be registered on
each Eligible Shareholder's VPS account. Over-subscription will be permitted.
Subscription without Subscription Rights will not be permitted.
Allocation of new shares in the Subsequent Offering is expected to take place on
or about 25 November 2025, and the new shares are expected to be delivered on or
about 4 December 2025 (subject to timely payment of the Subscription Price and
registration of the share capital increase pertaining to the Subsequent Offering
with the Norwegian Register of Business Enterprises). Further information
regarding the Subsequent Offering will be set out in the Prospectus.
DNB Carnegie, a part of DNB Bank ASA, is acting as manager (the "Manager") in
the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor
to the Company in relation to the Subsequent Offering.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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, 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.
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.