NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.
Sparebanken Vest (“the Company”) has engaged Norne Securities AS (the “Manager”) to explore the opportunity to acquire up to 250 000 equity capital certificates (“ECCs”) in the Company (“the Offer”). Reference is made to the stock exchange announcement published by the Bank on 21 March 2024 with the general meeting’s consideration of a power of attorney to acquire its own ECCs. The ECCs will be used in the Bank’s share savings and bonus programmes for employees.
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The Offer is carried out through a reverse book building process. The Manager will gather and accumulate sales orders from existing ECC holders. Once a sales order is placed, it cannot be withdrawn or changed by the selling ECC holder and the selling ECC holder is bound to sell the offered ECCs to the Company on the offered terms if and at such time the offer is accepted by the Company, irrespective of whether the Company decides to purchase a lower amount of ECCs from a selling ECC holder than offered for sale by the respective ECC holder. The final purchase price per ECC will be set based on the sales orders received at a level representing a satisfactory price and offering volume (to be determined by the Company at its sole discretion). The final purchase price will be identical for all selling ECC holders.
The book building period commences immediately and is expected to close at 16:00 hours (CET) on 4 September 2024. The book building period can be changed at the Company’s and the Manager’s sole discretion.
If an acquisition is to be completed, pricing will follow shortly thereafter. Based on the above closing time, allocation is expected to be made before 18:00 hours (CET) on 4 September 2024 (T), and settlement is expected to take place on or about 6 September 2024 (T+2) through a delivery versus payment (DVP) transaction. If the book building period is changed, the dates will be adjusted correspondingly.
In the event that the total number of received sales orders at the final purchase price exceeds the number off ECCs the Company wishes to purchase (or such decreased number of ECCs the Company wishes to purchase), the allocation will, to the extent possible, be made on a pro rata basis based on the volume offered by each selling ECC holder with the objective of treating all ECC holders equally based on their indicated interest in participating in the Offer at the final purchase price. The Company reserves the right to, at any time, terminate and not complete the Offer or make any amendments with regards to the volume [(only reductions)] or other terms of the Offer.
Holders of ECCs wishing to participate in the Offer can contact Norne Securities AS at +47 55 55 91 37 / +47 55 55 91 64 / +47 24 04 66 61 to place a sales order.
The repurchase is approved by the general meeting in the Company and by the Financial Supervisory Authority (FSA).
For further information, please contact:
Brede Borgen Kristiansen, Director Finance, Operations and Investor Relations, +47 479 06 402
The information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the Market Abuse Regulation (MAR).
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. Sparebanken Vest does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States”). This includes, but is not limited to, facsimile transmission, internet delivery, e-mail, telex and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.
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