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Oslo, 22 August 2023. Reference is made to the stock exchange notice from Pareto Bank ASA (âPareto Bankâ or the âCompanyâ, ticker code âPARBâ), published earlier today, 22 August, regarding a contemplated private placement of new shares in the Company (the âOffer Sharesâ) at a price per Offer Share of NOK 50.50 (the âSubscription Priceâ) to raise gross proceeds of up to NOK 350 million (the âPrivate Placementâ).
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Pareto Bank is pleased to announce that the Private Placement has been successfully completed with a total transaction size of approx. NOK 350 million through the allocation of 6,930,693 Offer Shares.
The Company intends to use the net proceeds from the Private Placement to strengthen the CET1 capital allowing for further growth.
Conditional allocation to investors will be communicated on or about 23 August 2023. The Private Placement will be settled by the Managers (as hereinafter defined) on a delivery-versus-payment basis on or about 15 September 2023 (second trading day after the EGM, as defined below). The Offer Shares are expected to be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, Pareto Securities AS and Pareto AS (the âSLAâ). The share loan will be settled with new shares in the Company to be issued following, and subject to, approval by an extraordinary general meeting in the Company to be held on or about 13 September 2023 (the âEGMâ). The first day of trading for the Offer Shares is expected on or about 13 September 2023 after a stock exchange notice regarding the approval of the share issue by the EGM has been published.
Following registration of the share capital increase pertaining to the Private Placement in the Norwegian Registry of Business Enterprises, the Company will have 76,782,423 shares outstanding, each with a par value of NOK 12.00.
The following primary insiders in the Company were allocated Offer Shares in the Private Placement:
Pareto AS, a close associate of deputy board member Trine Charlotte Høgüs-Ellingsen, was allocated 1,386,138 Offer Shares;
Thorodd Bakken, board member, was allocated 9,900 Offer Shares;
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smund SkĂĽr, chairperson of the board, was allocated 7,920 Offer Shares;
Vilja AS, a close associate of board member Peter Knudsen, was allocated 4,000 Offer Shares;
Markløperen AS, a company fully owned by CEO Tiril Haug Villum, was allocated 1,980 Offer Shares;
Brita Eilertsen, board member, was allocated 1,980 Offer Shares; and
Erik Skarbøvig, Executive Director Securities, was allocated 990 Offer Shares.
Please refer to the attached notifications of trading for further details.
The completion of the Private Placement by allocation and delivery of the Offer Shares is subject to (i) the necessary corporate resolutions, including the approval of issuance of the Offer Shares by the EGM, and (ii) the SLA remaining in full force and effect (jointly the âConditionsâ). Existing shareholders being allocated shares in the Private Placement have undertaken to vote in favour of the approval of issuance of the Offer Shares in the Private Placement at the EGM. The Board reserves the right to cancel the Private Placement at any time and for any reason prior to the Conditions having been satisfied. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement implies a deviation from the pre-emptive rights of the Companyâs existing shareholders. When resolving to conditionally complete the Private Placement, the Companyâs board of directors (the âBoardâ) has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, Oslo Rule Book II for companies listed on the Oslo Børs, and the Oslo Stock Exchangeâs Guidelines on the rule of equal treatment, as well as the Financial Supervisory Authority of Norwayâs (Nw.: Finanstilsynets) letter to investment banks dated 19 December 2022 on private placements and equal treatment, and the Board is of the opinion that the contemplated Private Placement is in compliance with these requirements.
The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. By structuring the equity raise as a private placement, the Company is raising equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. In reaching this conclusion the Board has among other things considered the limited discount to the market price of the Companyâs shares by end of trading on 22 August 2023 and the size of the share capital increase represented by the issuance of the Offer Shares in the Private Placement.
In accordance with the above, the Board has also considered whether it is necessary to implement a subsequent offering in order to further justify the different treatment inherent in the Private Placement. The Board noted in this respect the small discount in the Private Placement compared to market price of the Companyâs shares, the limited increase of the share capital represented by the Private Placement and the costs and resources associated with a subsequent offering (e.g a prospectus). On this basis, the Board has concluded not to implement a subsequent offering.
Advisors:
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as Joint Bookrunners (together, the âManagersâ). Advokatfirmaet Thommessen AS is acting as a legal advisor for the Company in connection with the Private Placement.
For further 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 23:55 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 Peopleâs 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 âU.S. Securities Actâ), 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 âEU Prospectus Regulationâ 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 âqualified investorsâ 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 âOrderâ) 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 ârelevant personsâ). 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 (âMiFID IIâ); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the âMiFID II Product Governance Requirementsâ), and disclaiming all and any liability, which any âmanufacturerâ (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 âPositive Target Marketâ); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the âAppropriate Channels for Distributionâ). 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 âNegative Target Marketâ and, together with the Positive Target Market, the âTarget Market Assessmentâ).
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 âbelieveâ, âaimâ, âexpectâ, âanticipateâ, âintendâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ 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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