NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN
The Board of Director's of SpareBank 1 SMN proposes terms of the rights offering with a subscription price of NOK 33 per equity certificate.
The terms will be resolved at the meetings in the Supervisory Board of SpareBank 1 SMN today, 3 March 2010 at 1700 hours and 1900 hours (CET).
· The subscription price per equity certificate will be NOK 33, 28,9 percent lower than the theoretical ex rights price based on the last quoted trading price on 2 March 2010 of NOK 53,75, adjusted for dividends
· SpareBank 1 SMN's nominal equity certificate capital will be increased by NOK 624.082.675 by issuing 24.963.307 new equity certificates, each at a nominal value of NOK 25
· Equity certificate holders as of 4 March 2010, as registered as holders of equity certificates in the savings bank's register of equity certificate holders with the VPS as of 9 March 2010, will receive 9 subscription rights for each 25 existing equity certificate (i.e. 0,36 subscription rights per existing equity certificate, rounded down to the nearest whole subscription right). One subscription right will entitle the holder to subscribe for and be allocated one new equity certificate
· The equity certificates will trade exclusive of the right to receive subscription rights from and including 5 March 2010
· The subscription period commences on 11 March 2010 and ends on 25 March 2010 at 1730 hours (CET)
· The subscription rights will be tradable from 11 March 2010 until 25 March 2010 at 1720 hours (CET)
On 10 February 2010 SpareBank 1 SMN published its plans to refinance the contribution capital securities from the Norwegian State Finance Fund through implementing i) a fully underwritten rights offering with gross proceeds of approx NOK 800 million, ii) a placing of equity certificates towards employees with gross proceeds of up to NOK 80 million and iii) an issue of contribution capital securities of up to NOK 450 million.
The issue of contribution capital securities was completed on 18 February 2010, see stock exchange notice dated 18 February 2010 for further information.
The Board of SpareBank 1 SMN has today set the terms of the rights offering and the employee offering. The terms will be resolved at the meetings in the Supervisory Board of SpareBank 1 today, 3 March 2010 at 1700 hours and 1900 hours (CET).
The Rights Offering
The subscription rights will be tradable and listed on Oslo Børs with ticker "MING T" from 11 March 2010 to 25 March 2010 at 1720 hours (CET). Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.
Over-subscription by holders of subscription rights and subscription for shares without subscription rights will be permitted. Further details of the terms of the rights offering will be described in the prospectus to be released on or about 11 March 2010.
In connection with the rights offering, underwriting agreements have been entered into with DnB NOR Markets, SpareBank 1 SR-Bank, SpareBank 1 Nord-Norge, Sparebanken Hedmark, Samarbeidende Sparebanker AS and other underwriters, which on certain conditions guarantee subscription of all the shares to be offered in the rights offering.
The gross proceeds of the rights offering will amount to NOK 823.789.131.
For the rights offering, DnB NOR Markets is acting as Global Coordinator and Bookrunner. SpareBank 1 SMN Markets is acting as Joint Lead Manager and Argo Securities as Co-Lead Manager.
Indicative timetable for the rights offering
| 3 March 2010 | Meeting of the Supervisory Board to resolve the rights offering and the employee offering |
| 4 March 2010 | Last day of trading of equity certificates inclusive of rights to participate in the rights offering (the cut-off date) |
| 5 March 2010 | Equity certificates trading exclusive of rights to participate in the rights offering |
| 9 March 2010 | Record date for the rights offering (i.e., equity certificate holders as of the 4 March 2010 (the cut-off date) as appearing in the VPS register as of 9 March 2010 will receive subscription rights) |
| On or about 10 March 2010 | Subscription rights distributed to owners of equity certificates according to the VPS register on the record date |
| On or about 11 March 2010 | Publication of prospectus |
| 11 March 2010 to March 2010 at 1730 hours (CET) | Subscription period |
| 11 March 2010 to 25 March 2010 at 1720 hours (CET) | Trading in subscription rights |
| On or about 31 March 2010 | Allocation of new equity certificates and distribution of allocation letters |
| On or about 8 April 2010 | Payment date for the new equity certificates |
| On or about 12 April 2010 | Listing and commencement of trading in the new equity certificates issued |
Any changes to this timetable will be announced through the Oslo Børs information system. All information related to the rights offering will be made available on www.smn.no.
Employee offering
Employees of the SpareBank 1 SMN Group, including subsidiaries where SpareBank 1 SMN owns more than 85 percent of the shares in addition to SpareBank 1 Bilplan AS and Berg Data AS, will be invited to subscribe for up to 2,000 new equity certificates with a one-year lock-up period. The subscription price in the employee offering will be NOK 33, the same as in the rights offering. The employee offering will be executed in parallel with the rights offering. Through the employee offering, SpareBank 1 SMN's nominal equity certificate capital will be increased by up to NOK 50 million through issuing up to 2 million new equity certificates, each with a nominal value of NOK 25.
Following completion of the proposed rights offering and employee offering, the nominal equity certificate capital of the savings bank will be minimum NOK 2.359.936.875 and maximum NOK 2.409.936.850, consisting of minimum 94.397.475 and maximum 96.397.474 equity certificates, each with a nominal value of NOK 25.
Trondheim, 3 March 2010
Contact persons at SpareBank 1 SMN:
CEO Finn Haugan on +47 900 41 002
Executive Vice President, Finance, Kjell Fordal on +47 905 41 672
Executive Vice President, Corporate Communications, Hans Tronstad on +47 941 78 322
About SpareBank 1 SMN
SpareBank 1 SMN is the region's leading financial services group. It leads the retail and corporate market, and is positioned in 56 municipalities across the region. We aim to be the recommended bank for customers in Mid-Norway, and as a local, independent savings bank we feel a special responsibility for stimulating growth and prosperity in the region. We base our business on closeness to our customers, good accessibility, a full product range and comprehensive financial advisory services.
Our head office is in Trondheim. The Group employs about 1,100 staff and includes the following subsidiaries: SpareBank 1 SMN Finans, EiendomsMegler 1 Midt-Norge, Allegro Finans and SpareBank 1 SMN Regnskap. SpareBank 1 SMN is one of six owners of SpareBank 1 Gruppen. For further information, visit our website at www.smn.no
DISCLAIMER
These written materials are not for distribution in the United States, Canada, Australia, Hong Kong or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia, Hong Kong or Japan.
The securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. The Savings Bank does not intend to register any portion of the offer in the United States or to conduct a public offer of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
FORWARD LOOKING STATEMENTS
This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect SpareBank 1 SMN's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.