Sandnes Sparebank - Repurchase of own equity capital certificates
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION Sandnes - 13 February 2020 Sandnes Sparebank ('the Company') has engaged Pareto Securities AS (the 'Manager') to explore the opportunity to repurchase up to 2,301,490 equity capital certificates ('ECCs') in the Company, corresponding to up to 10% of outstanding ECCs, with the possibility for Sandnes Sparebank at its discretion to repurchase fewer ECCs or no ECCs at all ('the Offer'). The Company currently has 23,014,902 ECCs outstanding, of which the Company owns 18,629 ECCs or 0.08%. The current market capitalization is approximately NOK 1,565 million. Post transaction, the repurchased ECCs will be kept as treasury ECCs in the Company. The Company reported financial results for Q4 2019 on 13 February 2020, including regulatory capital ratios. Based on expected growth and capital requirements, the Company is currently overcapitalised. Hence, the contemplated ECC buy-back is a part of adjusting the capital base. Assuming the maximum number of ECCs are repurchased, the proforma reduction in CET1 ratio as of 31 December 2019 will be approximately 1 percentage point. Following the Offer, the Company will continue to be well capitalised. The Offer is carried out through a bookbuilding process. The Manager will gather and accumulate sales orders from existing ECC holders. All existing ECC holders are invited to offer ECCs at a price level defined by the selling ECC holder by contacting the Manager (please find contact details below). Once a sales order is placed, it cannot be withdrawn by the selling ECC holder and the selling ECC holder is bound to sell the offered ECCs to the Company on the offered terms if and at such time the offer is accepted by Sandnes Sparebank, irrespective of whether the Company decides to purchase a lower amount of ECCs from a selling ECC holder than offered for sale by the respective ECC holder. The final purchase price per ECC will be set based on the sales orders received at a level representing a satisfactory price and offering volume (to be determined by the Company at its sole discretion). The final purchase price will be identical for all selling ECC holders. The book building period commences at 09:00 hours (CET) on 13 February 2020 and is expected to close at 16:30 hours (CET) on 14 February 2020. The book building period can be extended at the Company's and the Manager's sole discretion. If an acquisition is to be completed, pricing will follow shortly thereafter. Based on the above closing time, allocation is expected to be made before 09:00 hours (CET) on 17 February 2020 (T), and settlement is expected to take place on or about 19 February 2020 (T+2) through a delivery versus payment transaction. If the book building period is extended, the dates will be adjusted correspondingly. In the event that the total number of received sales orders at the final purchase price exceeds 2,301,490 ECCs (or such decreased number of ECCs the Company wishes to purchase), the allocation will, to the extent possible, be made on a pro rata basis based on the volume offered by each selling ECC holder with the objective of treating all ECC holders equally based on their indicated interest in participating in the Offer at the final purchase price. Sandnes Sparebank reserves the right to, at any time, terminate and not complete the Offer or make any amendments with regards to the volume [(only reductions)] or other terms of the Offer. Holders of ECCs wishing to participate in the Offer can contact Pareto Securities AS at +47 22 87 87 50 in order to place a sales order. For further information, please contact: Tomas Nordbø Middelthon Deputy CEO/CFO +47 922 11 865 The information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. Sandnes Sparebank does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the 'United States'). This includes, but is not limited to, facsimile transmission, internet delivery, e-mail, telex and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.