NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Bergen, 23 April 2021 – Reference is made to the bulletins on 15 April 2021, the place it was introduced that DNB ASA, by its wholly owned subsidiary DNB Bank ASA (“DNB” or the “Offeror”), had reached an settlement with Sbanken ASA (“Sbanken” or the “Company”) to launch a recommended voluntary money tender offer for 100 per cent of the shares of the Company that aren’t already owned by DNB for NOK 103.85 per share (the “Offer”).
The offer doc for the Offer dated 23 April 2021 (the “Offer Document”) was accredited by the Oslo Stock Exchange in its capability as take-over supervisory authority as we speak. The offer period will begin at 09:00 hours CEST on 26 April 2021 and expire at 16:30 hours CEST on 24 May 2021, topic to extensions at the sole discretion of DNB. The phrases and situations of the Offer, together with procedures for how to settle for the Offer, are set out in the Offer Document ready by DNB.
Key phrases of the Offer:
– Offer value: NOK 103.85 per share in Sbanken, topic to adjustment pursuant to the phrases and situations of the Offer
– Offer period: From 09:00 hours CEST on 26 April 2021 to 16:30 hours CEST on 24 May 2021, topic to extensions at the sole discretion of DNB. The Offer Period will in no occasion be prolonged past 5 July 2021
– Receiving agent: DNB Bank ASA, Registrars Department
As of the date hereof, DNB owns 10 469 519 shares in the Company, representing roughly 9.8 per cent of the excellent share capital and voting rights.
The Offer Document shall be despatched to all shareholders in the Company as registered in the Company’s shareholder register in Euronext VPS as of the date of the Offer Document, in jurisdictions the place the Offer Document could also be lawfully distributed.
The Offer Document is, topic to regulatory restrictions in sure jurisdictions, additionally accessible at the following webpage: www.dnb.no/emisjoner.
Subject to regulatory restrictions in sure jurisdictions, the Offer Document might also be obtained free of cost throughout abnormal enterprise hours at the places of work of the receiving agent, DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway.
Jesper M. Hatletveit, Head of IR, Sbanken ASA, +47 959 40 045
Henning Nordgulen, CFO, Sbanken ASA, +47 952 65 990
Kristian Ok. Fredheim, Head of Communications, Sbanken ASA, +47 924 47 407
This info is topic to the disclosure necessities in accordance to part 5-12 of the Norwegian Securities Trading Act.
The Offer and the distribution of this announcement and different info in reference to the Offer could also be restricted by regulation in sure jurisdictions. When printed, the Offer Document and associated acceptance kinds is not going to and might not be distributed, forwarded or transmitted into or inside any jurisdiction the place prohibited by relevant regulation, together with, with out limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror doesn’t assume any accountability in the occasion there’s a violation by any particular person of such restrictions. Persons into whose possession this announcement or such different info ought to come are required to inform themselves about and to observe any such restrictions.
This announcement just isn’t a young offer doc and, as such, doesn’t represent an offer or the solicitation of an offer to acquire the Shares. Investors could settle for the Offer solely on the foundation of the info supplied in the Offer Document. Offers is not going to be made immediately or not directly in any jurisdiction the place both an offer or participation therein is prohibited by relevant regulation or the place any tender offer doc or registration or different necessities would apply as well as to these undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as outlined beneath) are suggested that the Shares usually are not listed on a U.S. securities alternate and that the Company just isn’t topic to the periodic reporting necessities of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and isn’t required to, and doesn’t, file any stories with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer shall be made to holders of Shares resident in the United States (“U.S. Holders”) on the identical phrases and situations as these made to all different holders of Shares of the Company to whom an offer is made. Any info paperwork, together with the Offer Document, shall be disseminated to U.S. Holders on a foundation comparable to the methodology that such paperwork are supplied to the Company’s different shareholders to whom an offer is made. The Offer shall be made by the Offeror and nobody else.
The Offer shall be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E below the U.S. Exchange Act as a “Tier II” tender offer, and in any other case in accordance with the necessities of Norwegian regulation. Accordingly, the Offer shall be topic to disclosure and different procedural necessities, together with with respect to the offer timetable, settlement procedures and timing of funds, which are completely different from people who could be relevant below U.S. home tender offer procedures and regulation.
Pursuant to an exemption from Rule 14e-5 below the U.S. Exchange Act, the Offeror and its associates or brokers (performing as brokers for the Offeror or its associates, as relevant) could from time to time, and apart from pursuant to the Offer, immediately or not directly, buy or prepare to buy, Shares or any securities which are convertible into, exchangeable for or exercisable for such Shares outdoors the United States throughout the period wherein the Offer stays open for acceptance, as long as these acquisitions or preparations adjust to relevant Norwegian regulation and apply and the provisions of such exemption. To the extent details about such purchases or preparations to buy is made public in Norway, such info shall be disclosed by means of an English language press launch by way of an electronically operated info distribution system in the United States or different means fairly calculated to inform U.S. Holders of such info. In addition, the monetary advisors to the Offeror might also have interaction in abnormal course buying and selling actions in securities of the Company, which can embrace purchases or preparations to buy such securities.
Neither the SEC nor any securities supervisory authority of any state or different jurisdiction in the United States has accredited or disapproved the Offer or reviewed it for its equity, nor have the contents of the Offer Document or some other documentation relating to the Offer been reviewed for accuracy, completeness or equity by the SEC or any securities supervisory authority in the United States. Any illustration to the opposite is a felony offence in the United States.