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.
Reference is made to the stock exchange announcement published by Instabank ASA
("Instabank" or the "Company") earlier today, 4 May 2023, regarding the launch
of a 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 is pleased to announce that the Private Placement has been
successfully completed, and that its board of directors has allocated 44,585,987
Offer Shares at a subscription price of NOK 1.57 per Offer Share (the
"Subscription Price"), raising approximately NOK 70 million in gross proceeds.
The Private Placement attracted strong interest from existing and new Norwegian
and Nordic quality investors.
Pareto Securities AS (the "Manager") acted as manager in connection with the
Private Placement.
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.
Notification of allocation, including settlement instructions, are expected to
be distributed by the Manager on or about 5 May 2023. 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 Oslo, pursuant
to a share lending agreement entered into between the Company, Kistefos AS and
the Manager. The Offer Shares delivered to investors will thus be tradable upon
notification of allocation.
The Company's board of directors (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 Private
Placement is in compliance with these obligations and guidelines.
Subject, inter alia, to completion of the Private Placement, publication of a
prospectus and the trading price for the Company's shares being higher than the
Subscription Price, the Board intends to carry out a subsequent offering of up
to 6,687,898 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 4 May 2023, as
registered in the Company's register of shareholders with Euronext Securities
Oslo on 8 May 2023, and who (i) are not allocated Offer Shares in the Private
Placement, (ii) were not participating in the confidential pre-sounding process
prior to launch of the Private Placement, and (iii) are not resident in a
jurisdiction where such offering would be unlawful or, would (in jurisdictions
other than Norway and any other jurisdiction(s) decided by the Board) require a
prospectus, registration document 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 notice 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.
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 accept 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.
IR Site
Instabank ASA
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