Share Issue/Capital Change • Dec 30, 2025
Share Issue/Capital Change
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THE OFFER IS NOT BEING MADE, AND THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO, NOR WILL ANY TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF SHAREHOLDERS IN AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH THE MAKING OF THE OFFER, THE DISTRIBUTION OF THIS PRESS RELEASE OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD CONTRAVENE APPLICABLE LAWS OR REGULATIONS OR REQUIRE FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW OR OTHERWISE CONTEMPLATED IN CONNECTION WITH THE OFFER. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE OFFER.
On 21 November 2025, Norion Bank AB (publ) ("Norion Bank") announced a recommended public tender offer to the shareholders of Consensus Asset Management AB (publ) (" Consensus") to tender any and all shares in Consensus to Norion Bank at a price of SEK 22.50 in cash per share, regardless of share class (the "Offer").
The offer document regarding the Offer has today been published by Norion Bank and is available in Swedish at Norion Bank's website relating to the Offer (https://www.norionbank.se /en-SE/investor-relations-en/public-offer-consensus) and at Skandinaviska Enskilda Banken AB's ("SEB") website (www.sebgroup.com/prospekt). The acceptance form can be found on Norion Bank's website relating to the Offer and on SEB's website. Acceptance forms will also be distributed to the shareholders in Consensus whose shares are directly registered with Euroclear Sweden AB as of 30 December 2025, subject to applicable offer restrictions.
The acceptance period in the Offer commences now on Friday, 2 January 2026, and ends on Friday, 13 March 2026. Provided that the Offer is declared unconditional no later than 16 March 2026, settlement is expected to be initiated on or about 19 March 2026.
Norion Bank has reserved the right to extend the acceptance period for the Offer as well as to postpone the settlement date, and to shorten the acceptance period and bring forward the settlement date, to the extent permissible under applicable laws and regulations. A notice of any such change of the acceptance period or the settlement date will be announced by Norion Bank by means of a press release in accordance with applicable laws and regulations.
Since the announcement of the Offer on 21 November 2025, Norion Bank has acquired shares in Consensus outside the Offer and holds, as of today's date, 373,660 Class B shares in Consensus, corresponding to 4.90 per cent of the total number of shares and 2.15 per cent of the total number of votes in Consensus. The shares have been acquired at a price per share that does not exceed the price in the Offer.
Additional information about the Offer is available at: https://www.norionbank.se/en-SE/investor-relations-en/public-offer-consensus
The information in this press release was submitted for publication by Norion Bank in accordance with the Swedish Corporate Governance Board's Takeover rules for certain trading platforms, on 30 December 2025, at 08.00 (CET).
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.
This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Norion Bank. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States. This includes, but is not limited to e-mail, social media, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States, or by persons located or resident in these jurisdictions. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States, or to a person from, located or resident in these jurisdictions.
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within any of these jurisdictions will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being from, located or resident in or participating in the Offer from Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States and not acting on a non-discretionary basis for a principal in any of these jurisdictions, or that is located in or giving order to participate in the Offer from any of these jurisdictions. Norion Bank will not deliver any consideration relating to the Offer to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States.
Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or the United States must not forward this press release, or any other document related to the Offer, to such persons.
The "United States" in this section means the United States of America (its territories and possessions, any state of the United States, and the District of Columbia).
The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions.
By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside Norion Bank's control, there are no guarantees that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and Norion Bank has no obligation (and undertakes no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.
Peter Olsson, CFO Phone: +46 73 712 04 46
E-mail: [email protected]
Jessica Almgren, IR Manager Phone: +46 769 46 45 13
E-mail: [email protected]
Norion Bank Group is a business-oriented Nordic financing bank. The Group's brands – Norion Bank, Walley and Collector – offer customized financing solutions that meet distinct needs in three customer segments: medium-sized corporates and real estate companies, merchants, and private individuals. As a specialist in financing solutions, Norion Bank Group is a leading complement to traditional large banks, with a vision of being the leading Nordic financing bank in its chosen segments.
Norion Bank offers corporate and real estate loans, as well as factoring for medium-sized corporates. The Walley brand offers flexible payment and checkout solutions to merchants and private individuals. The Collector brand offers personal loans and credit cards to private customers, as well as savings accounts to private individuals and companies. Norion Bank Group was founded in 1999 and has offices in Gothenburg, Stockholm, Helsingborg, Oslo and Helsinki. Business is conducted through Norion Bank AB (public), which is listed on Nasdaq Stockholm.
Offer document regarding Norion Bank's offer to the shareholders of Consensus Asset Management has been made public
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