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 – Successful completion of upsized Private Placement and retail offer via PrimaryBid
Reference is made to the stock exchange announcement published by Instabank ASA ("Instabank" or the "Company") earlier today, 25 September 2025, regarding the launch of a private placement of new shares in the Company to raise gross proceeds of NOK 150 million (the "Private Placement"), and the retail offering of new shares up to the NOK equivalent of EUR 1 million via the PrimaryBid platform (the "PrimaryBid Offering") (together with the new shares in the Private Placement, the “Offer Shares”).
The Company is pleased to announce that the Private Placement has been successfully completed. The Private Placement attracted strong investor demand, and in consultation with the Manager (as defined below), the Company resolved to upsize the Private Placement, with a total of 60,344,827 Offer Shares being allocated at a subscription price of NOK 2.90 per Offer Share (the "Subscription Price"), raising gross proceeds of NOK 175 million.
Additionally, 4,000,000 Offer Shares at the Subscription Price were allocated in the PrimaryBid Offering, raising gross proceeds of NOK 11.6 million. The PrimaryBid Offering attracted strong interest from retail investors in Norway.
The net proceeds to the Company from the Private Placement and the PrimaryBid Offering will be used to (i) support expansion of the Company’s credit card offering in Germany, (ii) give the Company flexibility to further accelerate organic lending growth and to acquire loan portfolios, (iii) and for general corporate purpose.
Notification of allocation, including settlement instructions, in the Private Placement are expected to be distributed by the Manager on 26 September 2025. Settlement of the Offer Shares is expected to take place on or about 30 September 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement (the "Share Lending Agreement") 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.
Settlement of the Offer Shares in the PrimaryBid Offering is expected to take place on or about 30 September 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to the Share Lending Agreement. The Offer Shares delivered to the investors in the PrimaryBid Offering are expected to be tradable upon allocation.
To issue the Offer Shares allocated in the Private Placement and the PrimaryBid Offering, the Company's board of directors has resolved to increase the Company's share capital with in total NOK 64,344,827 by the issuance of 64,344,827 new shares pursuant to the board authorization to increase the Company's share capital granted by the Company's annual general meeting on 10 April 2025. Following registration of the share capital increases in the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 442,606,339 divided into 442,606,339 shares, each with a par value of NOK 1.
The Company's board of directors (the "Board") has considered the Private Placement and the PrimaryBid Offering in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, and deems that the Private Placement and the PrimaryBid Offering is in compliance with these obligations.
To mitigate the dilutive effects for the existing shareholders not participating in the Private Placement, the Company intends, subject to, inter alia, completion of the Private Placement and the PrimaryBid Offering, and publication of a prospectus and certain other conditions, to carry out a subsequent offering of up to 10,000,000 new shares at the Subscription Price (the "Subsequent Offering"). A Subsequent Offering shall, if made, and on the basis of the prospectus, be directed towards existing shareholders in the Company as of 25 September 2025, as registered in the Company's register of shareholders with Euronext Securities Oslo on 29 September 2025, and who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require a prospectus, filing registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable subscription rights. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advisors
DNB Carnegie, a part of DNB Bank ASA (the "Manager") acted as sole bookrunner for the Private Placement.
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, Germany and Sweden, offering competitive savings, insurance, 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.
Instabank is admitted to trading 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.