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RNS - SpareBank 1 SR-Bank ASA and SpareBank 1 Sørøst-Norge - Key information for completion of merger

Company: SpareBank 1 Sørøst-Norge Date: 2024-09-24 Language: English Register to download

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 SpareBank 1 SR-Bank ASA and SpareBank 1 Sørøst-Norge - Key information for completion of merger

# SpareBank 1 SR-Bank ASA and SpareBank 1 Sørøst-Norge - Key information for completion of merger

Reference is made to the joint stock exchange notice of 26 October 2023 by SpareBank 1 SR-Bank ASA ("SR-Bank", OSE: SRBNK, will be changed to SB1NO) and SpareBank 1 Sørøst-Norge ("SOON", OSE: SOON") regarding the merger of the two banks (the "Merger"), as well as the announcements on 5 December 2023 regarding approval of the merger plan by the general meeting and the supervisory board.  

  

Reference is also made to the subsequent stock exchange notices related to the conditions for completing the  

  

Merger, latest on 24 September 2024, where it was reported that all conditions for completion of the Merger have been satisfied.  

  

On this basis, it is expected that completion of the Merger, including name change to SpareBank 1 Sør-Norge ASA, will occur on 1 October 2024. In connection with the Merger, consideration shares and a cash consideration will be allocated to equity certificate holders in SpareBank 1 Sørøst-Norge ("SOON holders").  

  

The following key information is provided for the delivery of the consideration shares and the cash consideration:  

  

Last day of trading in SOON on OSE (and last day of trading inclusive of right to consideration shares and cash consideration): 30 September 2024  

  

Effective date for completion of the Merger: 1 October 2024 (prior to opening of trade)  

  

First day of trading in the combined bank (SpareBank 1 Sør-Norge ASA) on OSE: 1 October 2024  

  

Record date for delivery of consideration shares to former SOON holders: 2 October 2024  

  

Record date for payment of cash consideration to former SOON holders: 2 October 2024  

  

Delivery of consideration shares to former SOON holders: 2 October 2024  

  

Payment of cash consideration to former SOON holders: 7 October 2024  

  

Transferring bank: SpareBank 1 Sørøst-Norge  

Acquiring bank: SpareBank 1 SR-Bank ASA  

Ticker for the combined bank: SB1NO  

  

ISIN (SB1NO (previous SRBNK), unchanged): NO0010631567  

  

Merger consideration: SOON holders will for each equity certificate held per the Record date receive:  

\- 0.481702 shares in SB1NO  

\- NOK 4.33235 in cash consideration  

  

SpareBank 1 Stiftelsen BV, Sparebankstiftelsen Telemark and Sparebankstiftelsen SpareBank 1 Modum will receive 32,666,869 shares, 25,033,916 shares and 15,623,606 shares respectively, as compensation for existing equity certificates and primary capital in SpareBank 1 Sørøst-Norge. Additionally, the three foundations will receive cash consideration as compensation for the primary capital in SpareBank 1 Sørøst-Norge.  

  

Total share capital after the Merger: NOK 9,386,407,675.  

  

Total number of issued shares after the Merger: 375,456,307 shares with a nominal value of NOK 25. Each share represents one vote at the general meeting.  

  

Date of approvals: 5 December 2023 (extraordinary general meetings), 17 April 2024 (the Competition Authority), 21 June 2024 (the Financial Supervisory Authority) and 24 September 2024 (the Financial Supervisory Authority and the boards of the banks).  

  

For further information on the Merger, please see the merger plan available on https://www.sparebank1.no/nb/sr-bank and https://www.sparebank1.no/nb/sorost.  

  

Contact persons:  

SpareBank 1 SR-Bank ASA  

Chair: Dag Mejdell, tel. +47 905 62 970  

CEO: Inge Reinertsen, tel. +47 909 95 033  

  

SpareBank 1 Sørøst-Norge  

Chair: Finn Haugan, tel. +47 900 41 002  

CEO: Per Halvorsen, tel. +47 934 07 441  

CFO: Roar Snippen, tel. +47 976 10 360  

  

This information is disclosed pursuant to the requirements in the Continuing Obligations and the Securities Trading Act § 5-12.

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