Offer to purchase shares in Bien Sparebank ASA by JBF Forsikring Gjensidig
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.
JBF Forsikring Gjensidig (the "Buyer") has engaged Pareto Securities AS (the "Manager") to explore a potential block purchase of up to 289,690 existing shares in Bien Sparebank ASA (the "Company"), corresponding to up to approx. 5% of the outstanding shares in the Company (the "Offer").
The Buyer reserves the right, at its sole discretion, to reduce the offer size or to purchase no shares at all in the Offer. All shareholders in the Company are invited to tender shares in the Offer at the Offer Price subject to the restrictions set out herein.
The Offer will be conducted at a fixed price of NOK 131.00 per share (the "Offer Price"). As a reference, the Company’s book value per share (excluding hybrid capital) was NOK 116.86 in Q3 2024. The Offer Price thus equates a price / book ratio of approx. 1.12x (based on the Company’s last reported quarter).
The Buyer currently owns 1,130,359 shares in the Company which corresponds to approx. 19.9% of the outstanding shares in the Company. If the Offer is completed in full, the Buyer will own just below 25% of the outstanding shares in the Company which is the maximum amount of shares the Buyer is allowed to own based on Norwegian laws and regulations.
In order to validly participate in the Offer, shareholders wanting to tender shares must (i) ensure that the attached acceptance form completed in full is received by the Manager before the end of the Application Period, or (ii) contact the Manager at +47 22 87 87 50 before the end of the Application Period.
The application period for tendering shares in the Offer commences on 27 January 2025 at 09:00 (CET) and is expected to close on 30 January 2025 at 16:30 (CET) (the "Application Period"). The Buyer reserves the right to shorten or extend the Application Period at its own discretion. If the Application Period is shortened or extended the other dates referred to herein may be amended accordingly.
In the event that the total number of received sales orders at the Offer Price exceeds 289,690 shares (or such number of shares that the Buyer 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 shareholder with the objective of treating all shareholders equally based on their indicated interest in participating in the Offer at the Offer Price.
The settlement of shares in the Offer is expected to take place on or about 31 January 2025 and the settlement of cash in the Offer is expected to take place on or about 5 February 2025. The allocations in the Offer is expected to be communicated on or about 3 February 2025 before 09:00 (CET).
For further information, please contact:
Helge Dalen / CEO in JBF Forsikring Gjensidig / +47 918 58 275
Important notice:
The Offer and the distribution of this press release and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Buyer does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this press release 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, Canada, Australia or Japan. 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, Canada, Australia or Japan and so doing may invalidate any purported acceptance.
This information has been made public by Bien Sparebank ASA at the request of JBF Forsikring Gjensidig. Bien Sparebank ASA assumes no responsibility for and has not reviewed or verified any of the information received from JBF Forsikring Gjensidig.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Lena Jørundland, CEO of Bien Sparebank ASA, at the time and date stated above in this announcement.
This information is subject to the disclosure requirements set out in the Norwegian Securities Trading Act section 5-12.