Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Finans |
Industri | Nischbank |
2019-06-28 07:32:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR ANYOTHER 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, 28 June 2019) Reference is made to the stock exchange release from Pareto Bank ASA ("Pareto Bank" or the "Company") published on 5 June 2019 regarding the private placement with gross proceeds of approx. NOK 400 million (the "Private Placement") and a potential subsequent repair offering (the "Subsequent Offering"). The Norwegian Financial Supervisory Authority (Nw: Finanstilsynet) has approved a prospectus prepared by Pareto Bank dated 27 June 2019 (the "Prospectus") in connection with the listing of 10,810,810 new shares in the Private Placement, and the subscription and listing of up to 1,081,081 new shares in the Subsequent Offering, each with a par value of NOK 12 (the "Offer Shares"). The Prospectus is available on the following websites: www.paretobank.no, www.dnb.no/emisjoner and www.paretosec.com. Hard copies of the Prospectus will be available by contacting DNB Markets (+ 47 23 26 81 01) or Pareto Securities AS (+ 47 22 87 87 00). The subscription period in the Subsequent Offering commences on 09:00 (CET) today and expires on 12 July 2019 at 12:00 hours (CET) (the "Subscription Period"). The Subsequent Offering consists of an offer by the Company to issue up to 1,081,081 Offer Shares at a subscription price of NOK 37.00 per Offer Share, which is equal to the subscription price in the Private Placement (the "Subscription Price") raising approximately NOK 40 million in gross proceeds if all the Offer Shares are issued. Eligible Shareholders, being shareholders of the Company as of 5 June 2019 (being registered as such in the VPS on 7 June 2019 (the "Record Date")) who were not provided with inside information in the pre-sounding of the Private Placement, (ii) who were not allocated new shares in the Private Placement and (iii) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action will be granted non-transferable subscription rights (the "Subscription Rights"). The Eligible Shareholders will be granted 0.074335 Subscription Rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded up to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Over-subscription will be permitted, but there can be no assurance of the number of shares that will be available for allocation pursuant to over-subscription. Subscription without Subscription Rights will not be permitted. In order to subscribe for shares, Eligible Shareholders must provide one of the Managers (as defined below) with a complete and duly signed subscription form within the end of the Subscription Period. Further information about the Subsequent Offering and instructions regarding the subscription procedure is available in the Prospectus. The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company if other Eligible Shareholders subscribe for Offer Shares. The Subscription Rights must be used to subscribe for Offer Shares in the Subscription Period and before the expiry of the Subscription Period on 12 July 2019 at 12:00 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before 12:00 hours (CET) on 12 July 2019 will have no value and will lapse without compensation to the holder. Completion of the Subsequent Offering is subject to (i) the Board of Directors resolving to approve the Subsequent Offering and issue the Offer Shares, (ii) the approval of the share capital increase by the Norwegian Financial Supervisory Authority and (iii) registration of the increased equity of the Company pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises and the VPS. The payment for the Offer Shares allocated to a subscriber falls due on 18 July 2019. Subject to timely payment by all subscribers, the share capital increase pertaining to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 23 July 2019. The Offer Shares are expected to be delivered to the subscribers and commence trading on the Oslo Stock Exchange on or about 23 July 2019. DNB Markets and Pareto Securities act as managers in the Subsequent Offering (the "Managers"). Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to Pareto Bank. For further information, please contact: Tiril Haug Villum Chief Executive Officer, Pareto Bank ASA Tel. + 47 922 56 432 Erling Mork Chief Financial Officer, Pareto Bank ASA Tel. + 47 911 95 970 This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement and Subsequent Offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement, the Subsequent Offering and/or any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.