Reference is made to the stock exchange notice dated 19 October 2022 with summon of extraordinary meeting of the Supervisory Board, and stock exchange notice dated 20 June 2022 regarding the letter of intent for the merger of SpareBank 1 SMN and SpareBank 1 Søre Sunnmøre and the stock exchange notice dated 3 October 2022 regarding the approval of a plan for merging the banks (merger plan) by the board of directors in the two banks.
The Supervisory Board in SpareBank 1 SMN, has in meeting on 9 November 2022, approved the merger of the two banks, whereby SpareBank 1 SMN shall be the acquiring bank and shall thus take over the assets, rights and liabilities of SpareBank 1 Søre Sunnmøre on implementation of the merger. As consideration for the business that SpareBank 1 SMN shall acquire, SpareBank 1 SMN shall issue equity capital certificates to the equity capital certificate holders in SpareBank 1 Søre Sunnmøre and to Sparebankstiftinga Søre Sunnmøre, which will be established in connection with the implementation of the merger.
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SpareBank 1 SMN shall in connection with the merger, increase the equity certificate capital with NOK 287 582 940 and issue 14 379 147 new equity capital certificates, each with a nominal value of NOK 20. The equity certificates will be issued at a rate corresponding to the latest calculated book value per equity certificate at the time when the banks’ boards approve completion of the merger.
Reference is also made to the minutes from the meeting of the banks’ Supervisory Boards, where the decisions were made in line with the notice, with the exception of a minor adjustment in point g) in matter 6. Minutes of meeting is enclosed.
The implementation of the merger is still conditional upon the necessary approvals from the General Meeting in SpareBank 1 Søre Sunnmøre, expected later tonight, as well as approvals from authorities and contracting parties on acceptable terms. The merger is contemplated to be finalized in the second quarter of 2023.
The banks have retained SpareBank 1 Markets AS as common financial advisor in connection with the merger, while Advokatfirmaet Selmer AS has been retained as a common legal adviser.
Contact persons:
SpareBank 1 SMN
For investors: CFO Trond Søraas, tel. +47 922 36 803
For the press: Executive director Rolf Jarle Brøske, tel. +47 911 12 475
SpareBank 1 Søre Sunnmøre
Chairman: Kjell Arvid Storeide, tel. +47 915 70 925
CEO: Stig Olav Brautaset, tel. +47 908 26 448
This information is disclosed pursuant to the requirements of the Securities Trading Act § 5-12.
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