Beskrivning
Land | Norge |
---|---|
Lista | OB Equity Certificates |
Sektor | Finans |
Industri | Bank |
2023-11-23 08:50:00
DENNE KUNNGJØRINGEN SKAL IKKE OFFENTLIGGJØRES, PUBLISERES ELLER DISTRIBUERES,
HELT ELLER DELVIS, DIREKTE ELLER INDIREKTE, I USA, AUSTRALIA, CANADA, JAPAN,
HONG KONG, SVEITS ELLER SINGAPORE, ELLER NOEN ANNEN JURISDIKSJON DER
OFFENTLIGGJØRING, PUBLISERING ELLER DISTRIBUSJON VIL VÆRE ULOVLIG. DENNE
KUNNGJØRINGEN UTGJØR IKKE ET TILBUD OM KJØP AV DE VERDIPAPIRENE SOM OMTALES I
KUNNGJØRINGEN.
Det vises til børsmelding offentliggjort 21. november 2023 av Sparebanken Sør
("Banken") vedrørende start av bookbuilding- og bestillingsperioden i det
offentlige tilbudet av eksisterende egenkapitalbevis i Banken tilhørende
Sparebankstiftelsen Sparebanken Sør ("Stiftelsen") som beskrevet i prospektet
publisert 20. november 2023 ("Tilbudet") og meldingen offentliggjort 21.
november 2023 vedrørende status i bookbuildingen.
Banken og Stiftelsen har blitt informert om at Tilretteleggerne, basert på ordre
mottatt siden start av Tilbudet, nå forventer at Tilbudet vil bli priset mellom
NOK 120 - NOK 126 per egenkapitalbevis. Hele Tilbudet, inkludert
overtildelingsopsjonen, er dekket innenfor det nye forventede prisintervallet.
Rådgivere:
Pareto Securities AS og Swedbank AB (publ), i samarbeid med Kepler Cheuvreux, er
engasjert som joint global coordinators og joint bookrunners for Tilbudet og
Norne Securities AS er engasjert som joint bookrunner for Tilbudet (samlet
"Tilretteleggerne").
Advokatfirmaet Selmer AS er juridisk rådgiver for Banken og Advokatfirmaet
Thommessen AS er juridisk rådgiver for Tilretteleggerne.
Kontaktpersoner i Sparebanken Sør:
Konsernsjef, Geir Bergskaug, tlf.: 901 27 206
CFO, Steinar Vigsnes, tlf.: 906 13 135
Kontaktperson i Sparebankstiftelsen Sparebanken Sør:
Daglig leder, Eskild Stenhaug, tlf.: 462 07 771
Om Sparebanken Sør:
Sparebanken Sør er en solid og veldrevet regionsparebank med en
forvaltningskapital på ca. 158 mrd. kroner. Banken, som er blant landets største
sparebanker, har sitt markedsområde i Agder, Vestfold og Telemark, samt i
Rogaland. Sparebanken Sør er en attraktiv arbeidsgiver med kraft og ambisjoner.
Banken har dyktige medarbeidere med høyt faglig nivå og er kjent for effektive
beslutningsprosesser. Satsing på ny teknologi og digitalisering sikrer gode
kundeopplevelser i alle kanaler.
Denne informasjonen er informasjonspliktig etter verdipapirhandelloven § 5-12.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither of the Managers (Pareto Securities AS,
Swedbank AB (publ) and Norne Securities AS) nor any of their respective
affiliates nor any of their respective directors, officers, employees, advisors
or agents accept any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to
Sparebanken Sør (the "Bank"), its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. This
announcement has been prepared by and is the sole responsibility of the Bank and
Sparebankstiftelsen Sparebanken Sør (the "Foundation").
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, Switzerland, Singapore or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons that attain
possession of any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong or Switzerland, Singapore or any
jurisdiction to whom or in which such offer or solicitation is unlawful.
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 may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. Neither the Bank nor the Foundation does
intend to register any securities referred to herein in the United States or to
conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of the EU Prospectus Regulation ("Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus. Copies of any such prospectus will, following
publication, be available from the Bank's registered office and, subject to
certain exceptions, on the website of the Bank.
In any EEA Member State other than Norway that has implemented the Prospectus
Regulation, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive ("Qualified Investors"), i.e., only to investors who can receive the
offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and that are (i) 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) high
net worth entities, and other persons to whom this announcement 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"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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.
The Managers and their affiliates are acting exclusively for the Bank and the
Foundation and no-one else in connection with the intended offering. They will
not regard any other person as their respective clients in relation to the
intended offering and will not be responsible to anyone other than the
Foundation and the Bank for providing the protections afforded to their
respective clients, or for providing advice in relation to the intended
offering, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.
In connection with the contemplated offering, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such equity capital certificates and
other securities of the Bank or related investments in connection with the
contemplated offering or otherwise.
Accordingly, references in any prospectus, if published, to the equity capital
certificates being offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations 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", "aims", "expect",
"anticipate", "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 Bank and the Foundation believes 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
its 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.
Forward-looking statements speak only as of the date they are made and cannot be
relied upon as a guide to future performance. The Foundation, the Bank, each of
the Managers and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any forward-looking statement
contained in this announcement whether as a result of new information, future
developments or otherwise.
The offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the offering will proceed.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.