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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Bergen, 16 October 2015: Reference is made to the stock exchange release published on 6 October 2015 regarding the intention to list the shares (the "Shares") of Skandiabanken ASA ("Skandiabanken" or the "Bank") on the Oslo Stock Exchange and the contemplated initial public offering (the "Offering" or the "IPO"). Skandiabanken and its sole shareholder Livförsäkringsbolaget Skandia, ömsesidigt (the "Selling Shareholder") have resolved to launch the Offering and to apply for a listing of the Shares on the Oslo Stock Exchange. Subject to approval of the listing application and successful completion of the Offering, the Shares of Skandiabanken are expected to be admitted to trading on the Oslo Stock Exchange on 2 November 2015 under the ticker "SKBN" (subject to any extension or shortening of the Offering period).
The Offer Shares (as defined below) will be offered for sale within an indicative price range between NOK 43 and NOK 54 per Offer Share, corresponding to an equity value of Skandiabanken of between NOK 4.3 billion and NOK 5.4 billion before the issue of New Shares in the Offering (as defined and described below). The final price per Offer Share (the "Offer Price") may, however, be set above or below this indicative price range.
The Selling Shareholder intends to offer for sale between 60 million and 75 million existing Shares (the "Sale Shares"), representing between 60% and 75% of the Shares in Skandiabanken prior to the Offering. In addition, the Bank intends to raise gross proceeds of approximately NOK 300 million by issuing up to 6,976,744 new Shares (the "New Shares" and, together with the Sale Shares, the "Offer Shares") in the Offering. The proceeds from the issue of the New Shares will provide the Bank with sufficient capital for management's objective of lending growth going forward.
The Joint Bookrunners (as defined below) may over-allot up to 15% of the number of Offer Shares allocated in the Offering. Further, pursuant to an over-allotment option, the Joint Bookrunners may elect to purchase from the Selling Shareholder the number of over-allotted Shares to cover any over-allotments made in connection with the Offering.
After the completion of the Offering it is expected that the Selling Shareholder will hold between 12.1% and 28.3% of the Shares in the Bank (assuming full exercise of the over-allotment option and that the Offer Price is set at the mid-point of the indicative price range).
The Selling Shareholder will enter into a customary lock-up agreement with the Sole Global Coordinator (as defined below) for the remainder of its shareholding in the Bank with a lock-up period lasting 180 days from the first day of trading, whereas the Bank, as part of the same agreement, will be subject to a lock-up period of 12 months from the same date.
The Financial Supervisory Authority of Norway has approved the prospectus dated 16 October 2015 (the "Prospectus") which has been prepared in connection with the Offering. The terms and conditions for the Offering, as further set out in the Prospectus, comprise:
(i) An institutional offering, in which Offer Shares are being offered to (a) investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from any prospectus requirements, and (c) investors in the United States who are QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,000,000.
(ii) A retail offering, in which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the institutional offering.
(iii) An employee offering, in which Offer Shares are being offered to the Bank's eligible employees, subject to a lower limit of NOK 13,500 and an upper limit per application of NOK 1,999,999 for each eligible employee. Each eligible employee will receive a fixed cash discount of NOK 1,500 on the aggregate amount payable for the New Shares allocated to such employee.
Carnegie AS ("Carnegie") acts as Sole Global Coordinator in the IPO. Skandinaviska Enskilda Banken AB (publ.), Oslo Branch acts as Joint Bookrunner alongside Carnegie. DNB Markets, a part of DNB Bank ASA acts as Co-Lead Manager (together with the Joint Bookrunners, the "Managers").
Advokatfirmaet Thommessen AS acts as Norwegian legal counsel to the Bank and the Selling Shareholder.
Time line and Offering period
The bookbuilding period for the institutional offering will commence on 19 October 2015 at 09:00 hours (CET) and end on 29 October 2015 at 14:00 hours (CET), and the application period for the retail offering and the employee offering will commence on 19 October 2015 at 09:00 hours (CET) and end on to 29 October 2015 at 12:00 hours (CET), both subject to shortening or extensions.
The Selling Shareholder and the Bank will, in consultation with the Joint Bookrunners, determine the final number of Offer Shares and the final Offer Price on the basis of the bookbuilding process in the institutional offering. The announcement of the Offer Price is expected to take place on or around 30 October 2015 with trading of the Shares on the Oslo Stock Exchange to commence on or around 2 November 2015 under the ticker "SKBN".
Completion of the Offering is conditional upon (i) the board of directors of the Oslo Stock Exchange approving the application for listing of the Shares in the Bank in its meeting expected to be held on 22 October 2015 and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that (a) the Bank obtains a minimum of 500 shareholders each holding Shares with a value of more than NOK 10,000, and (b) there is a minimum free float of the Shares of 25%, (ii) the Bank and the Selling Shareholder, in consultation with the Joint Bookrunners, having resolved to proceed with the Offering and approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, and (iii) the board of directors of the Bank resolving to issue the New Shares in accordance with the authorisation from the general meeting to increase the share capital. There can be no assurance that these conditions for completion of the Offering will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.skandiabanken.no, www.carnegie.no, www.seb.no, and www.dnb.no/emisjoner, from the commencement of the bookbuilding period and the application period for the Offering, 19 October 2015 at 09:00 hours (CET). Hard copies of the Prospectus may also be obtained free of charge from the same date by contacting Skandiabanken or one of the Managers.
In the period from 30 June 2015 to 30 September 2015, developments in Skandiabanken's result of operations and loan book have been in line with management's expectations. With respect to Skandiabanken's financial performance in the three month period ended 30 September 2015 (all figures are unaudited):
(i) Net interest income amounted to NOK 242 million.
(ii) The Bank's loan book stood at NOK 55,122 million as at 30 September 2015, of which home loans, car loans, consumer loans and other credit products constituted NOK 51,575 million, NOK 1,400 million, NOK 598 million and NOK 1,550 million, respectively.
(ii) The consumer loan balance increased from NOK 368 million as at 30 June 2015 to NOK 598 million as at 30 September 2015.
(iv) Deposits and borrowings from customers decreased to NOK 45,395 million during the three month period ended 30 September 2015. The decrease compared to the period ended 30 June 2015 was expected as the holiday pay Norwegian citizens receive in June is used during the summer.
One-off items related to the separation and listing process continued in the three months ended 30 September 2015. Management estimates that the total cost of the separation and listing process will be approximately NOK 140 million. This estimate includes NOK 37.5 million in separation and listing related costs recognised as administrative expenses prior to 30 June 2015. For the three month period ended 30 September 2015, the Bank expects to recognise approximately NOK 38 million in separation and listing expenses. The remaining separation and listing related expenses, estimated to NOK 64.5 million (estimate includes approximately NOK 40 million in estimated costs for entry into the Norwegian Bank's Guarantee Fund), are expected to be recognised during the three month period ended 31 December 2015.
Investor relations contacts
Magnar Øyhovden, CEO, Skandiabanken ASA, +47 959 40 038
Henning Nordgulen, CFO, Skandiabanken ASA, +47 952 65 990
Leif-Kjartan Bjørsvik, Chief Communication Officer, Skandiabanken ASA, +47 900 41 162
About Skandiabanken ASA
In April 2000, Skandiabanken was launched as the first pure digital bank in Norway. Today, the Bank offers a comprehensive range of financial products and services to individuals and households in Norway within payments and card services, deposit-based savings, investment products, long-term loans and short-term loans. The Bank has no branches and all products and services are offered directly through the digital platform which is available on a broad range of user devices. As of 30 June 2015, Skandiabanken had 380,248 account customers with a balance, and total assets of NOK 64 billion. The bank is a wholly owned subsidiary of the Swedish Skandia Group. For more information, see https://skandiabanken.no/investor-relations
These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of Skandiabanken ASA (the "Company") in the United States, Norway or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
European Economic Area
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the issuer or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.