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After settlement of the recommended voluntary cash offer of 105 NOK per share in Norwegian Bank ASA (“Bank Norwegian”), which should be completed by November 4, 2021 later, Nordax AB Bank (publ) (“Nordax”) will resolve and request the compulsory acquisition of the remaining shares of Norwegian Bank. Following the compulsory acquisition, which should take place shortly after the completion of the voluntary offer to purchase, Nordax will become the owner of 100% of the shares of Norwegian Bank (the acquisition “).
The Acquisition will be financed by a combination of equity, debt and cash on the balance sheet. Nordic Capital Fund IX and its co-investors will bring significant new capital to Nordax.
In connection with the financing of the Acquisition, Nordax Holding AB (publish) (“Nordax Holding“) plans to issue additional level 1 (” AT1 “) and subordinated level 2 (” Tier 2 “) bonds and has mandated ABG Sundal Necklace, Carnegie and Nordea for the issuance and to organize a series of bond investor meetings on 25 and October 26, 2021. Nordax Holding will issue a minimum of NOK /820 million Swedish kronor AT1 bonds (with a target amount of around NOK /SEK 875 million), which will be perpetual with a first call date after 5 years. Nordax Holding will issue a minimum of NOK /460 million Swedish kronor (with a target amount around NOK /750 million Swedish kronor) Tier 2 bonds, which will have a term of 10 years with a first call date after 5 years. The proceeds from the bond issues would be used to partially fund the Acquisition and to meet regulatory capital requirements. The issuance of AT1 and Tier 2 bonds was guaranteed by a consortium led by ABG Sundal Necklace.
The precise financial impact that the Acquisition will have on Nordax, as well as the estimated capital requirements and the situation at the end of 2021, are uncertain and depend on a number of different factors and assumptions. , including, for example, the individual capital requirements for each bank, the accounting for acquisition bills, the SEK / NOK exchange rate at the close and end of the financial year, the financial results of Nordax and Norwegian Bank for fiscal year 2021, and the final amount of AT1 and T2 issues. Overall, Nordax believes, based on current information, that the capital requirements for the Nordax Holding group after the completion of the Acquisition and at the end of 2021 would be approx. 13.6% for Core Equity Tier 1 capital, approx. 15.2% for Tier 1 capital and approx. 17.2% for the total capital, and that at the end of 2021 the Nordax Holding group would have an estimated cushion of around 1.5-2% for each respective capital requirement.
Nordax will publish its interim report for the third quarter of 2021 on 22 October 2021. Financial results for the period are expected to include significant one-time costs associated with the transaction, including interest charges related to pre-financing cash for the transaction.
ABG Sundal Necklace, DNB Markets, Goldman Sachs International and Melesio are acting as financial advisers to Nordax in connection with the acquisition. ABG Sundal Necklace, Carnegie and Nordea are acting as associate bookrunners in the planned AT1 and T2 issues. FCG Risk & Compliance AB acts as an advisor on governance, risks and compliance to Nordax. Advokatfirman Cederquist KB acts as Swedish legal advisor and Advokatfirmaet Wiersholm AS acts as Norwegian legal advisor to Nordax.
Oscar Karlsson, Brunswick Group
+46 709 62 78 42
The information has been submitted for publication, through the contact person indicated above, at 09h00 CET to October 18, 2021.
Nordax AB Bank (publ) is a leading specialist bank in North Europe owned by Nordic Capital Fund VIII and Sampo. Nordax has around 287,000 private customers in Sweden, Norway, Finland, Denmark and Germany. We are a specialty bank that, through responsible lending, helps people make informed decisions for a life they can afford. We are a flexible complement to the big banks. Instead of quantity, we’ve specialized in a few select products that we’re most familiar with: personal loans, mortgages, equity release products, and savings accounts. Since 2019, Svensk Hypotekspension, a specialist in share release products, is a 100% subsidiary of Nordax. Nordax has around 350 employees, almost all of whom work from a central office in Stockholm. The credit assessment process is one of Nordax’s core competencies. It is comprehensive, robust and data driven. Nordax customers are financially stable. From June 30, 2021, loans to the public amounted to SEK 30.1 billion and the deposits amounted to SEK 28.4 billion.
Learn more about Nordax on http://www.nordaxgroup.com.
Statements in this press release regarding future condition and circumstances, including statements regarding future performance, growth and other projections, are forward-looking statements. These statements can usually, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes” or similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by such forward-looking statements due to many factors, many of which are beyond the control of Nordax. Such forward-looking statements speak only as of the date on which they were made and Nordax has no obligation (and assumes no obligation) to update or revise any of them, whatsoever. either as a result of new information, future events or otherwise, except in accordance with applicable laws and regulations.
https://news.cision.com/nordax-bank-ab/r/nordax-bank-expects-completion-of-the-voluntary-offer-for-bank-norwegian-asa-at-the-latest-on- 4-nove, c3434305
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