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Reference is made to the offer document dated August 5, 2021 (the âOffer Documentâ) for the voluntary offer recommended by Nordax Bank AB (publ) (âNordaxâ or âthe Offerorâ) to acquire all outstanding shares of Bank Norwegian ASA (the âCompanyâ for a cash consideration of NOK 105 per share (subject to adjustment as set out in the offering document) (the âOffering Priceâ ( the âOfferâ). The offer price is the best and the last of Nordax. Reference is also made to the announcement dated September 7, 2021 in which the Offeror has partially waived the condition of minimum acceptance of the Offer, when combined with all the shares that the Offeror has acquired or has undertaken to acquire, up to 2/3 of the shares on a fully diluted basis (the “Minimum Condition of acceptance â) and the announcement of the fulfillment of the Minimum Acceptance Condition on September 8, 2021. Reference is also made to the announcement in da te of September 24, 2021 regarding the extension of the offer period of the Offer to 4.30 p.m. (Norwegian time) on October 1, 2021.
The Bidder hereby announces that it has received approval from the Swedish Financial Supervisory Authority (âSFSAâ) to acquire up to 100% of the share capital of the Company. The SFSA has also approved the property valuations of the entities and individuals who will finance a portion of the Offer through capital injections into the Offeror. The SFSA approvals were issued unconditionally and apply for a period of three months from the date of issue. Together with the approval of the Norwegian Financial Supervisory Authority to acquire up to 100% of the share capital of the Company and for the Company to become a subsidiary of the Offeror as well as the approval of the Offer by the Norwegian Competition Authority, today’s approvals by the SFSA implies that the closing condition âRegulatory Approvalsâ in Section 1.6 (Conditions of the Offer) of the Offer Document (the âCondition of Regulatory Approvalsâ ‘) Has been completed.
Jacob Lundblad, CEO of Nordax Bank AB (publ), comments: âSFSA approval is the last piece of the puzzle. We look forward to becoming a caring and committed partner of Bank Norwegian. Looking at the support we’ve received for the offer so far, I think it’s safe to say that many see a combination of Bank Norwegian and Nordax as the best way forward. “
Settlement of the Offer remains subject to the following closing conditions so that the Offer is still satisfied until settlement of the Offer, or waived by the Offeror; (iv) âBanking licenseâ, (v) âAdverse material changeâ (vi) âNo legal actionâ, (vii) âNo change in share capitalâ and (viii) âConduct of businessâ, as indicated below -below section 1.6 (Conditions of the Offer) of the Offer Document. The full terms and conditions of the Offer, including the procedures for accepting the Offer and detailed settlement information, are set out in the Offer Document.
Shareholders who wish to accept the Offer must complete and return the acceptance form which is included in the Offer Document by 4.30 p.m. (Norwegian time) on October 1, 2021 (subject to extension). The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.abgsc.com and www.dnb.no/emisjoner. Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during normal business hours at the offices of the receiving agent, DNB Bank ASA, Registrar Service, Dronning Eufemias gate 30, 0191 Oslo , Norway.
Settlement of the Offer will take place no later than fourteen (14) Business Days after the date on which the Offeror issues the Notice of Settlement, as further detailed in section 1.11 (Settlement) of the Offer Document, and subject to closing conditions. for the Offer as described in more detail in section 1.6 (Conditions of the Offer) of the Offer Document being executed or waived, until settlement of the Offer.
For more information on the Offer, visit www.collaborate-to-scale.com.
Nordax Bank AB (publ) is a leading specialist bank in Northern 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, specialist in share release products, has been 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. As of June 30, 2021, loans to the public amounted to SEK 30.1 billion and deposits to SEK 28.4 billion.
Learn more about Nordax at http://www.nordaxgroup.com.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer will only be made on the basis of the Offer Document and can only be accepted under the terms of the Offer Document. The Offer will not be made in a jurisdiction in which the completion of the Offer would not comply with the laws of that jurisdiction or require that an additional offer document be prepared or registration made or any other action is taken in addition to those required by Norwegian law and regulations. This press release and any documentation relating to the offer are not being distributed and should not be mailed or otherwise distributed or sent to or to any country in which the distribution or the offer would necessitate taking such additional action. or would be in conflict with any law or regulation in that country – such action will not be authorized or sanctioned by Nordax. Any alleged acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
Notice to US cardholders
US Holders (as defined below) are advised that BANO shares (the âSharesâ) are not listed on a US stock exchange and that the Company is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and is not required to file and does not file any report with the United States Securities and Exchange Commission (the “SEC”) under of it.
The Offer is made to holders of Shares resident in the United States (âUS Holdersâ) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. All information documents, including the Offer Document, will be distributed to US Holders on a basis comparable to the method by which these documents are provided to other shareholders of the Company to whom an offer is made. The offer is made by the offeror and no one else.
The Offer is being made to US Holders in accordance with Section 14 (e) and Regulation 14E of the US Exchange Act as a âTier IIâ public offering, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the timing of the offer, settlement procedures and payment schedule, which are different from those which would be applicable under national United States take-over bidding procedures and law.
Pursuant to an exemption from Rule 14e-5 under the US Exchange Act, the Offeror and its affiliates or brokers (acting as agents of the Offeror or its affiliates, as the case may be) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange for the purchase of Shares or any securities convertible, exchangeable or exercisable against such Shares outside the United States during the period during which the Offer remains open for acceptance, as long as such acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent that information on such purchases or purchasing arrangements is made public in Norway, such information will be disclosed by way of an English press release via an electronic information distribution system in the United States or by other reasonably calculated means to notify U.S. holders of such information. In addition, the Offeror’s financial advisers may also engage in normal course trading activities in the securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisor of any state or other jurisdiction in the United States has approved or disapproved of the Offer or reviewed it for its fairness, nor the contents of the Document. Offer or any other document relating to the Offer has not been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any statement to the contrary is a criminal offense in the United States.
Statements in this press release regarding future position and circumstances, including statements regarding future performance, growth and other projections and whether the offer will be made, 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.
This information is subject to disclosure requirements in accordance with Section 5-12 of the Norwegian Securities Law.
Nordax – SFSA approval and satisfaction of regulatory approval conditions