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Oslo, 22 August 2023: Pareto Bank ASA (“Pareto Bank” or the “Company”) hereby announces a contemplated private placement of new shares in the Company (the “Offer Shares”) to raise gross proceeds of up to NOK 350 million (the “Private Placement”). The Company has appointed DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS as joint bookrunners for the Private Placement (the “Managers”).
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The subscription price per Offer Share will be NOK 50.50 (the “Offer Price”), and the final number of Offer Shares to be issued will be determined by the Company’s board of directors (the “Board”), in consultation with the Managers.
The Company has recently experienced attractive opportunities for further growth and the net proceeds from the Private Placement will be used to strengthen the CET1 capital allowing for further growth.
Pareto AS, the Company’s largest shareholder holding 20.0% of the outstanding shares of the Company has pre-committed to subscribe for, and will be allocated, its pro rata share of the Private Placement, up to NOK 70 million, at the Offer Price.
Based on a limited wall-crossing exercise prior to launch, the Managers have received indications of interest to subscribe for Offer Shares so that the Private Placement is covered on indications of interest at the start of the application period.
The Company, members of the Company’s executive management and Board as well as Pareto AS have undertaken a six-month lock-up on customary terms and conditions.
The application period in the Private Placement will commence today, 22 August 2023, at 16:30 hours CEST and close on 23 August 2023 at 08:00 hours CEST (the “Application Period”). The Company may, however, after consultation with the Managers, at any time resolve to extend or shorten the Application Period on short or no notice. If the Application Period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian 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, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act, the Prospectus Regulation, and ancillary regulations, are available.
Conditional allocation of Offer Shares will be determined by the Board at its sole discretion, in consultation with the Managers, following the expiry of the Application Period, however subject to approval of the Private Placement by an extraordinary general meeting (“EGM”). The Board will focus on criteria such as (but not limited to) pre-commitments, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of conditional allocation is expected on or about 23 August 2023.
Completion of the Private Placement by allocation and delivery of the Offer Shares is subject to (i) the relevant corporate resolutions by the Company required to implement the Private Placement, including the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares; (ii) approval by the EGM of the Private Placement; and (iii) the SLA (as defined below) remaining in full force and effect (jointly the “Conditions”). Existing shareholders being allocated shares in the Private Placement undertake to vote in favor of the Private Placement at the EGM for the shares that they own at the time of the EGM.
Settlement of the Private Placement is expected to take place on a delivery versus payment (DVP) basis following the EGM. In order to facilitate for DVP, the Company, Pareto Securities AS (on behalf of the Managers) and Pareto AS has entered into a share lending agreement (the “SLA”). The Offer Shares delivered to the subscribers will thus be tradable from approval of the Private Placement by the EGM, which is expected on or about 13 September 2023 (T). The settlement date is expected to be on or about 15 September 2023 (DVP T+2).
The Company reserves the right to, at any time and for any reason, cancel the Private Placement and/or to modify the terms of the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Board of Directors has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules of equal treatment set out in the continuing obligations for companies admitted to trading on the Oslo Stock Exchange and the guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient. The private placement constitutes a small share of the current outstanding share capital with limited dilution to existing shareholders. The subscription price has been set on the basis of indications from wall crossed investors and represents a limited discount compared to the current market price.
For more information, please contact:
Tiril Haug Villum, CEO
+47 92 25 64 32
Even Wahl, legal counsel
+47 47 27 05 31
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Even Wahl, legal counsel at Pareto Bank ASA on 22 August 2023 at 16:30 CEST.
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 the Managers nor any of its respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts 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 the Company, 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 Company.
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, Australia, Canada, Japan, The Hong Kong Special Administrative Region of the People’s Republic of China, South Africa 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 into whose possession 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 is not an offer for sale of securities in the United States. 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 with the U.S. Securities and Exchange Commission 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. The Company does not 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 set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 (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 “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares in the Private Placement have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Positive Target Market”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Appropriate Channels for Distribution”). Distributors should note that: the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Conversely, an investment in the Offer Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile (the “Negative Target Market” and, together with the Positive Target Market, the “Target Market Assessment”).
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Private Placement.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Offer Shares in the Private Placement and determining appropriate distribution channels.
In connection with the Private Placement, 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 shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, 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 Manager 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”, “aim”, “expect”, “anticipate”, “intend”, “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 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 Company, 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
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