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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.
Oslo, 2 November 2015; Reference is made to the stock exchange announcement dated 30 October 2015 regarding the successful completion of the initial public offering of Skandiabanken ASA (Skandiabanken, ticker SKBN), (the Offering).
Carnegie AS (the Stabilisation Manager) may engage in stabilisation activities of the shares of Skandiabanken from today 2 November 2015 to and including 1 December 2015 (the "Stabilisation Period"). Any stabilisation transactions will be aimed to support the market price of the shares of Skandiabanken.
In connection with the Offering, the Joint Bookrunners have over-allotted to the applicants in the Offering 11,175,000 shares in Skandiabanken, which equals approximately 15% of the number of shares issued and sold in the Offering before over-allotments. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager has been granted the option, on behalf of the Joint Bookrunners, to borrow from Livförsäkringsbolaget Skandia, ömsesidigt (the Selling Shareholder) a number of shares in Skandiabanken equal to the number of shares over-allotted.
Further, the Stabilisation Manager, on behalf of the Joint Bookrunners, has been granted an option (the Over-Allotment Option) by the Selling Shareholder, which entitles the Joint Bookrunners, at the request of the Stabilisation Manager, to purchase from the Selling Shareholder up to 11,175,000 shares in Skandiabanken at a price per share of NOK 46, which is equal to the offer price in the Offering (the Offer Price). The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, during the stabilisation period, which commences on 2 November 2015 and ends on 1 December 2015. The Stabilisation Manager may close out the short position created by over-allotting shares by buying shares in the open market through stabilisation activities and/or by exercising the Over-Allotment Option.
The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect transactions that stabilise or maintain the price of the shares of Skandiabanken at a level higher than that which might otherwise prevail, by buying shares in Skandiabanken in the open market at prices equal to or lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) to do so. Moreover, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation activities. If stabilisation activities are undertaken, they may be discontinued at any time, and must be brought to an end upon or before the expiry of the Stabilisation Period.
Within one week after the expiry of the stabilisation period, the Stabilisation Manager will publish a statement through the information system of the Oslo Stock Exchange under Skandiabanken's ticker with information as to whether or not price stabilisation activities were undertaken, including the date at which stabilisation started, the date at which stabilisation last occurred, and the price range within which stabilisation was carried out for each of the dates during which the stabilisation transaction were carried out.
Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions buy-back programme and stabilisation of financial instruments.
For further details see the prospectus dated 16 October 2015 issued by Skandiabanken ASA in connection with the Offering and the listing of its shares on Oslo Stock Exchange.
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.