NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Bergen, 16 November 2017
Reference is made to the announcement on the Oslo Stock Exchange dated 23 October 2017 regarding the completion of a private placement of approximately NOK 175 million in Monobank ASA (the "Company") targeting certain existing shareholders of the Company and several new investors (the "Private Placement") and to the announcement on the Oslo Stock Exchange dated 8 November 2017 with the minutes from the extraordinary general meeting of the Company approving, amongst other things, the Private Placement and authorising the Board of Directors to carry out a subsequent repair offering.
The subsequent repair offering (the "Repair Offering") comprises up to 12,162,162 offer shares (the "Offer Shares") at a subscription price of NOK 3.70 per Offer Share aimed at shareholders of the Company as at 17 October 2017 as registered in the Norwegian Central Securities Depositary (the "VPS") on 19 October 2017 (the "Record Date") with the exception of shareholders that (i) were offered to subscribe for shares in the pre-sounding of the Private Placement; (ii) were allocated shares in the Private Placement; or (iii) are resident in a jurisdiction outside Norway where such offering would be unlawful, or would require a full prospectus, registration or similar action (the "Eligible Shareholders"). Shareholders in the U.S, Japan, Australia and Canada are excluded from participating in the Repair Offering.
The Company has prepared a national prospectus dated 16 November 2017 (the "Prospectus") which has been filed for registration with the Norwegian Register of Business Enterprises (Foretaksregisteret). The Prospectus contains detailed information about the Repair Offering.
Each Eligible Shareholder will be granted 0.120808 non-transferrable subscription rights (the "Subscription Rights") for each existing share registered as held by such Eligible Shareholder as at the Record Date. The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right gives the right to subscribe for, and be allocated, one Offer Share in the Repair Offering. Eligible Shareholders with Subscription Rights are allowed to over-subscribe. Subscription without Subscription Rights will not be permitted.
The Subscription Rights will be registered in the VPS with ISIN NO 0010752231 and be distributed in the VPS-accounts of Eligible Shareholders on or about today, 16 November 2017. Please note that the non-transferable Subscription Rights must be used during the subscription period set out below. After the expiry of the subscription period, the Subscription Rights will have no value and will be deleted from their registration in the VPS.
The subscription period for the Repair Offering will commence at 09.00 hours (CET) today, 16 November 2016 and close at 16.30 hours (CET) on 30 November 2017.
ABG Sundal Collier ASA and Pareto Securities AS are Joint Bookrunners for the Repair Offering. Advokatfirmaet Schjødt AS is legal advisor to the Company.
The Prospectus including the Subscription Form is available at www.abgsc.no and www.paretosec.com.
Bent H. Gjendem, CEO, +47 996 11 996
Lene Sjøbakk, CFO, +47 940 19 896
The Company was granted its banking license and a final approval from the Norwegian Financial Supervisory Authority, on 11 November 2015. It commenced regular banking operations on 19 November 2015.
The Company offers unsecured lending to qualified private individuals in Norway and Finland. The Company also offers attractive deposit rates on its savings accounts to private individuals in Norway. Deposits of up to NOK 2 million are guaranteed by the Norwegian Central Bank's Guarantee fund, of which Monobank is a member.
In addition, the Company offers optional payment insurance on loans in Norway in cases of unemployment, illness, death etc.
The Company is headquartered in Bergen and currently has 31 full-time employees.
The Company has been listed on Oslo Stock Exchange's Merkur Market since 16 February 2017 with the ticker symbol "MONO-ME".
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal disclosure of information obligations. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in United States. Copies of this announcement are not being made in, and may not be distributed or sent to, Australia, Canada, Japan or the United States. The subscription or purchase of shares of the Company is subject to specific legal and regulatory restrictions in certain jurisdictions. Neither the Company, ABG Sundal Collier nor Pareto Securities assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute violation of the securities laws of any such jurisdiction. ABG Sundal Collier and Pareto Securities are acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this announcement.