NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Instabank ASA ("Instabank" or the "Company") hereby announces a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 50 - 70 million (the "Private Placement"). The Company has engaged Pareto Securities AS as manager (the "Manager") to advise on and effect the contemplated Private Placement.
The subscription price per Offer Share and the final number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board") on the basis of an accelerated bookbuilding process to be conducted by the Manager.
The net proceeds from the Private Placement will be used to strengthen the Company’s Common Equity Tier 1 (CET1) capital, which will enable the Company to pursue continued profitable growth.
Kistefos AS (the largest existing shareholder in the Company with 24.99% of the shares outstanding) has pre-committed to subscribe for, and will be allocated, its pro-rata share of the Offer Shares in the Private Placement.
The Company, and the members of the Company's management and Board have agreed to a 6-month lock-up, subject to customary exemptions.
The bookbuilding period for the Private Placement will commence today, 4 May 2023 at 16:30 (CEST) and close on 5 May 2023 at 08:00 (CEST). The Company and the Manager may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian, Nordic and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) are available, including to employees and directors of the Company. Conditional allocation of Offer Shares will be determined by the Board, at its sole discretion, in consultation with the Manager, following the expiry of the bookbuilding period.
Settlement of the Offer Shares is expected to take place on or about 9 May 2023 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth, pursuant to a share lending agreement (the "Share Lending Agreement") expected to be entered into between the Company, Kistefos AS and the Manager. The Offer Shares delivered to the investors in the Private Placement will thus be tradable upon allocation.
Completion of the Private Placement (for investors allocated Offer Shares) is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to an authorisation granted by the Company’s annual general meeting held on 12 April 2023, and (ii) the Share Lending Agreement remaining unmodified and in full force and effect.
The Company reserves the right to, at any time and for any reason prior to notification of allocation, to cancel the Private Placement and/or to modify the terms of the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations.
The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. An equity raise will strengthen the Company's Common Equity Tier 1 (CET1) capital, which will enable the Company to pursue continued profitable growth, which is deemed to be in the best interest of the Company and its shareholders. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Company is of the opinion that a rights issue would have to include a fairly significant discount, and guaranteed by a consortium of underwriters which would entail an added cost for the Company. In summary, the Company expects to be in a position to complete the share issue in today's market conditions in an efficient manner, at a higher subscription price and at significantly lower cost and with a lower completion risk than would have been the case for a rights issue.
The Company may, subject to completion of the Private Placement and certain other conditions, consider a subsequent repair offering of new shares at the same subscription price as the Private Placement and otherwise in line with market practice.
Advisor:
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Private Placement.
For further information, please contact:
Robert Berg, CEO
+47 974 85 610
Per Kristian Haug, CFO
+47 952 38 717
About Instabank ASA:
Instabank is a Norwegian digital bank with offices in Oslo, Norway and has been operating since 2016. The Company operates in Norway, Finland and Sweden, offering competitive savings, insurance, point of sales (POS) financing, credit cards, mortgages and unsecured loan products to consumers who qualify after a credit evaluation. The bank’s products and services are distributed to agents, retail partners and directly on the bank’s website and mobile app.
At the end of Q1-23, Instabank had 42 full-time and 11 part-time employees.
Instabank is listed on Euronext Growth at Oslo Børs, with ticker INSTA.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Per Kristian Haug, CFO on the date and at the time set out above, on behalf of the Company.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.