NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA AND JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE
Reference is made to the announcement dated 2 November 2021 regarding completion
of the recommended voluntary offer by Nordax Bank AB (publ) ("Nordax") for all
outstanding shares in Bank Norwegian ASA (the "Company") against a consideration
in cash of NOK 105 per share (the " Offer").
Following completion of the Offer, Nordax owns 178,665,254 shares in the
Company, representing approximately 95.6% of the share capital and voting
The Board of Directors of Nordax has resolved, effective from after close of
trading of the Oslo Stock Exchange today, 3 November 2021, a compulsory
acquisition of all shares in the Company not owned by Nordax, pursuant to
section 6-22 of the Norwegian Securities Trading Act, cf. section 4-25 of the
Norwegian Public Limited Liability Companies Act.
The offered redemption price under the compulsory acquisition will be NOK 105
per share, which corresponds to the offer price in the Offer and, according to
section 6-22 of the Norwegian Securities Trading Act, is the applicable
redemption price in a subsequent compulsory acquisition.
Nordax has obtained a guarantee for the settlement under the compulsory
acquisition in accordance with section 6-22 (3) no. 3 of the Norwegian
Securities Trading Act. Any objections to, or rejection of, the offered
redemption price must be made at the latest on 10 January 2022. Former
shareholders of the Company who do not object to, or reject, the offered
redemption price within this deadline will be deemed to have accepted the
Settlement of the redemption price to the minority shareholders will take place
as soon as possible and no later than 9 November 2021. A letter regarding the
compulsory acquisition will be sent to all former shareholders of the Company
whose addresses are known and whose shares have been acquired by way of the
compulsory acquisition. In addition, the compulsory acquisition will be
announced electronically by the Norwegian Register of Business Enterprises.
Following the compulsory acquisition, Nordax will pursue a de-listing of the
Company's shares from the Oslo Stock Exchange.
For further information, visit www.collaborate-to-scale.com.
ABG Sundal Collier, DNB Markets, Goldman Sachs International and Melesio are
acting as financial advisors to Nordax in the process. FCG Risk & Compliance AB
is acting as advisor on governance, risk and compliance to Nordax. Advokatfirman
Cederquist KB is acting as Swedish legal counsel and Advokatfirmaet Wiersholm AS
is acting as Norwegian legal counsel to Nordax.
Oscar Karlsson, Brunswick Group
+46 709 62 78 42
Nordax Bank AB (publ) is a leading specialist bank in Northern Europe owned by
Nordic Capital Fund VIII and Sampo. Nordax has around 294,000 private customers
in Sweden, Norway, Finland, Denmark and Germany. We are a specialist bank that
through responsible lending helps people make informed decisions for a life they
can afford. We are a flexible complement to the major banks. Instead of
quantity, we have specialised in a few selected products that we know best:
personal loans, mortgages, equity release products and savings accounts. Since
2019, Svensk Hypotekspension, which is a specialist in equity release products,
is a wholly owned subsidiary of Nordax. Nordax has around 360 employees,
practically all of whom work from a central office in Stockholm. The credit
assessment process is one of Nordax's core competencies. It is thorough, sound
and data driven. Nordax's customers are financially stable. As of 30 September
2021, lending to the public amounted to SEK 31.7 billion and deposits amounted
to SEK 27.5 billion.
Read more about Nordax on http://www.nordaxgroup.com.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. This press release and
any related documentation are not being distributed and must not be mailed or
otherwise distributed or sent in or into any country in which the distribution
would require any such additional measures to be taken or would be in conflict
with any law or regulation in such country - any such action will not be
permitted or sanctioned by Nordax.
Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
and whether the Offer will be completed, are forward-looking statements. These
statements may generally, but not always, be identified by the use of words such
as "anticipates", "expects", "believes", or similar expressions. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There can be no assurance that actual results will not differ materially from
those expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of Nordax. Any such
forward-looking statements speak only as of the date on which they were made and
Nordax has no obligation (and undertakes no such obligation) to update or revise
any of them, whether as a result of new information, future events or otherwise,
except for in accordance with applicable laws and regulations.
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