NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.
Reference is made to the stock exchange announcement published by Komplett Bank ASA (the “Company”) earlier today regarding the launch of a private placement of new shares in the Company (the “Offer Shares”) in order to raise gross proceeds of up to NOK 100 million (the “Private Placement”).
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Following close of the bookbuilding period, the Company is pleased to announce that the Private Placement has been successfully placed, and that its Board of Directors has conditionally allocated subscriptions for 18,181,818 offer shares (the “Offer Shares”) at a subscription price of NOK 5.50 (the “Offer Price”), raising approx. NOK 100 million in gross proceeds. The Private Placement attracted strong interest from existing and new Norwegian, Nordic and international high-quality investors and was substantially oversubscribed.
Pareto Securities AS (the “Manager”) acted as manager in connection with the Private Placement.
The net proceeds to the Company from the Private Placement will be used to strengthen the Company’s Common Equity Tier 1 (CET1) capital, which will enable the Company to pursue continued profitable growth.
Settlement of the Offer Shares is expected to take place on or about 14 March 2023 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs 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 subscribers will thus be tradable upon announcement of the approval of the share capital increase by the extraordinary general meeting to be held on or about 10 March 2023 (the “EGM”).
Notification of conditional allocation, including settlement instructions, are expected to be distributed by the Managers on or about 17 February 2023.
The following persons discharging managerial responsibilities (“PDMRs”) have been allocated the following number of Offer Shares in the Private Placement (partially through close associates):
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Kistefos AS, a close associate of Nishant Fafalia, was allocated a total of 4,545,454 shares
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Stig Eide Sivertsen, Chairman of the Board, was allocated a total of 100,000 shares
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Bodil Palma Hollingsæter, board member, was allocated a total of 140,000 shares
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Anna-Karin Østlie, board member, was allocated a total of 90,909 shares
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Thomas Bjørnstad, board member, was allocated a total of 72,727 shares
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Nishant Fafalia, board member, was allocated a total of 41,818 shares
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Øyvind Oanes, Chief Executive Officer, was allocated a total of 72,727 shares
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Eirik Holtedahl, Chief Financial Officer, was allocated a total of 636,363 shares
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Wilhelm Thomassen, Chief Operating Officer, was allocated a total of 45,454 shares
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Martin Valland, Chief Technology Officer, was allocated a total of 36,363 shares
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Enok Hanssen, Chief Commercial Officer, was allocated a total of 9,090 shares
Completion of the Private Placement is subject to (i) the EGM in the Company resolving to approve the Private Placement and issue the Offer Shares and (ii) the Share Lending Agreement remaining unmodified and in full force and effect.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Oslo and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board of Directors is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company has been able 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. The Company has considered a rights issue instead of a private placement. The Company is of the opinion that a rights issue would have to be on a fairly significant discount, and guaranteed by a consortium of underwriters which would also be an added cost for the Company. In summary, the Company believes its was 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 Board of Directors has, taking into account the limited discount of 5.2% compared to the quoted price as of close of 16 February 2023 and the number of Offer Shares in the Private Placement being about 9.7% of the current number of issued shares, resolved to not proceed with a subsequent repair offering towards shareholders who did not participate in the Private Placement.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in connection with the Private Placement.
For further information, contact ir@komplettbank.no:
Øyvind Oanes, CEO Komplett Bank ASA
+47 989 06 060
Eirik Holtedahl, CFO
+47 969 12 291
About:
Komplett Bank is a diversified Nordic consumer finance company offering personal loans, credit cards and deposit accounts to consumers. The target group is creditworthy customers with stable personal finances and no payment remarks. Credit risk is managed largely by automated processes for credit assessment and underwriting. The Bank has a diversified and balanced distribution model utilising both public and proprietary channels. Operational efficiency and low cost are foundations for Komplett Bank and is enabled by centralized operations, modern systems and digital set-up. To learn more, visit ir.komplettbank.com.
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 Eirik Holtedahl, CFO on 16 February 2023 at 22:50 CET 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 “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 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 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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 for 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.
Kilde
