The Board of Directors of SpareBank 1 SMN proposes to carry out a capital increase of up to NOK 1010 million.
The capital increase will be implemented through a fully underwritten rights offering with preferential rights for existing owners of equity certificates with gross proceeds of up to NOK 750 million, a private placement of up to NOK 60 million towards employees of the group and board members of the bank, and a private placement primarily towards Sparebankstiftelsen SpareBank 1 SMN of up to NOK 200 million.
The bank's objective with the proposed capital increase is to strengthen the bank's Tier 1 capital and the financial platform for profitable growth and for capitalising on business opportunities in the bank's market area. The bank sees value in giving its employees and board members the opportunity to subscribe through a private placement. In line with the bank's strategy at the establishment of the savings bank foundation, Sparebankstiftelsen SpareBank 1 SMN, a private placement towards the savings bank foundation is proposed.
Compared to 31 December 2011, the planned capital increase is expected to increase the savings bank's core tier 1 ratio by 1.2 percentage points to 10.1 per cent. Correspondingly, the tier 1 ratio is expected to increase to 11.6 per cent.
The Board of Directors proposes to transfer part of the nominal equity certificate capital to the surplus fund by changing SpareBank 1 SMN's nominal value per equity certificate from NOK 25 to NOK 20. The transfer will enable the savings bank to carry out the capital increase at market terms, and in addition ensure a more appropriate distribution of the bank's equity certificate capital. The change in the nominal value will not have any impact on the equity capital certificate ratio or the market value of the equity certificates.
The rights offering
The rights offering with gross proceeds of up to NOK 750 million will be implemented by issuing new equity certificates with preferential rights for existing holders of equity certificates as of 6 March 2012, as recorded in SpareBank 1 SMN's register of equity certificate holders in the VPS as of 12 March 2012. According to the indicative timeline, the subscription period will commence on 12 March and end on 23 March 2012 at 1730 CET. The subscription price will be set according to market terms, and be resolved by SpareBank 1 SMN's extraordinary Supervisory Board on 6 March 2012. The rights issue is fully underwritten through a consortium established by SpareBank 1 Markets AS, SpareBank 1 SMN Markets and Swedbank First Securities.
The employee offering
The subscription period and the subscription price in the employee offering will be the same as in the rights offering. According to the proposal from the Board of Directors, each employee of SpareBank 1 SMN, employees of certain subsidiaries in the group and board members of the bank are allowed to subscribe for up to 3000 equity certificates with a one year lock-up period. Gross proceeds from the employee offering will be up to NOK 60 million.
The private placement
The private placement with gross proceeds of up to NOK 200 million is planned primarily towards the savings bank foundation, Sparebankstiftelsen SpareBank 1 SMN. This is a non-profit foundation, whose purpose is to exercise long-term stable ownership of SpareBank 1 SMN, including participation in future new issues by the savings bank. The private placement will be carried out at market terms after the completion of the rights issue and the employee offering .
The Board of Directors proposes to the Supervisory Board that NOK 110 million of earlier provisions for gifts for non-profit causes are to be allocated Sparebankstiftelsen SpareBank 1 SMN. The foundation was allocated NOK 96 million in gifts in 2011. Sparebankstiftelsen SpareBank 1 SMN will thus be able to subscribe for equity certficates in the private placement for up to NOK 200 million.
SpareBank 1 Markets AS acts as Global Coordinator and Bookrunner, and SpareBank 1 SMN Markets and Swedbank First Securities act as Joint Lead Managers for the above mentioned transactions.
Indicative timeline:
6 March 2012 The Board of Directors resolves final terms for the issues
6 March 2012 The Supervisory Board resolves the issues
7 March 2012 Existing equity certificates are traded exclusive of subscription rights and dividend
12 - 23 March 2012 Subscription period for the rights offering and employee offering. Trading of subscription rights on Oslo Børs.
29 March 2012 Allocation of new equity certificates subscribed for in the rights offering and employee offering
3 April 2012 Payment date
11 April 2012 Registration in the Norwegian Register of Business Enterprises and delivery of the new equity certificates
12 April 2012 New equity certificates issued in the rights offering and employee offering are tradable on Oslo Børs
Contact persons at SpareBank 1 SMN:
CEO Finn Haugan, tel + 47 900 41 002
CFO Kjell Fordal, tel +47 905 41 672
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 43 localities across the region's municipalities with a total of 54 offices.
We aim to be the recommended bank for customers in Trøndelag and Nordvestlandet. Being 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. It is the largest shareholder in BN Bank with a 33 per cent stake.
SpareBank 1 SMN is one of six owners of SpareBank 1 Gruppen. For further information, visit our website at www.smn.no.
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Disclaimer
These written materials are not for distribution in the United States, Australia, Canada, Hong Kong or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Australia, Canada, 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.