The Board of Directors in Norwegian Finans Holding ASA hereby invite to an Extraordinary General Meeting (EGM) of shareholders of Norwegian Finans Holding ASA on Friday 4 June 2021 at 09.00.
With reference to the continuing merger course of between Norwegian Finans Holding ASA and Bank Norwegian ASA, and with additional reference to the bulletins on 27 April 2021 on Norwegian Finans Holding ASA and 29 April 2021 on Bank Norwegian ASA, stating that the merger had been accepted by the respective Annual General Meetings on 27 April 2021.
The Norwegian Register of Business Enterprises didn’t approve the notification of the merger decision, as a result of the one-month notification interval for the merger plan was not fulfilled. The merger plan was introduced via a inventory trade discover on 26 March 2021 and on the firm’s web site, however was not introduced via Brønnøysund Register Center’s digital bulletin for public announcement earlier than 7 April 2021.
As such, Norwegian Finans Holding ASA and Bank Norwegian AS will maintain EGMs for the respective corporations with the aim to re-approve the merger plan. The merger plan is unchanged from the issued materials for the AGM 27 April, as determined by the Board of Directors on 16 March, and as printed in inventory trade notices on 26 March 2021 for the respective corporations, whereas the Independent Expert report is up to date and printed on the firm’s web site: https://www.banknorwegian.no/OmOss/InvestorRelations/GeneralMeeting.
The EGM will likely be held digitally utilizing digital voting. Please discover connected the discover and tips for participation, that are additionally out there on the firm’s web site: https://www.banknorwegian.no/OmOss/InvestorRelations/GeneralMeeting.
An up to date tentative timeline for the merger, given a constructive choice by the EGM, is:
4 June – Extraordinary General assembly at 09.00
4 June – Notification to FSA and Company register
17 July – Creditor notification interval ends
19 July – Merger notification to Company register, assuming no creditor points
20 July – Last day of NOFI shares traded – Merger registered after finish of enterprise
21 July – First day of BANO shares traded
22 July – Settlement day in VPS of NOFI vs BANO
The up to date timeline can have no penalties apart from a delayed course of. The merger will nonetheless be accomplished at continuity with accounting and tax impact from 1 January 2021.
As beforehand said, the rationale for the merger is to present constructive synergies on administrative prices in addition to scale back funding value on future MREL eligible capital being issued from an working firm as a substitute of a holding firm. The merger is taken into account to haven’t any materials impact nor adversely influence Norwegian Finans Holding ASA’ or Bank Norwegian AS’ capability to meet its obligations in direction of collectors beneath related agreements, together with present senior most popular mortgage agreements, subordinated mortgage agreements and tier 1 capital devices agreements.
Contact individuals:
CFO Klara Lise Aasen; telephone +47 47635583; [email protected]
Head of Treasury Mats Benserud; telephone +47 95891539; [email protected]
This info is topic to the disclosure necessities pursuant to Section 5-12 the Norwegian Securities Trading Act
