Lea Bank ASA

M&A Activity • Dec 22, 2023

Lea bank ASA enters into strategic partnership with Stena AB and acquires its consumer credit business

Lea bank ASA enters into strategic partnership with Stena AB and acquires its consumer credit business

Lea bank ASA ("Lea") is pleased to announce that it has agreed to the following

agreements with companies in the Stena Group:

1. Share Purchase Agreement for acquisition of Swedish consumer credit company

Captum Group AB ("Captum") from Stena Adactum AB ("Adactum"), and

2. Investment Agreement with Adactum for subscription of 1.5 million shares in

Lea and issue of 3.6 million warrants (depending on approval from the general

meeting in Lea), and

3. Strategic Cooperation Agreement with Stena Line Scandinavia AB and Stena

Line Travel Group AB

Stena is one of the largest family-owned companies in Sweden and has global

operations in shipping, ferry lines, offshore, real estate, investments, and

finance. Stena has a total turnover of around SEK 60 billion and approximately

20,000 employees, headquartered in Gothenburg.

Adactum is Stena's investment company that acquires companies focused on growth

and profitability, and holds ownership positions in 11 portfolio companies in

the Nordics. Adactum's investment strategy is value creation through long-term

ownership.

Captum is a Swedish Consumer Credit Institute based in Gothenburg, and is wholly

owned by Adactum. Captum offers financing products to retail companies in the

Stena group, such as Stena Line, Ballingslöv International/Drømmekjøkkenet

(kitchen), Kvik (kitchen) and Sembo (travel agency). Captum has operations in

Sweden, Norway and Denmark. The credit product is distributed through check-out

solutions in online stores and physical stores. Captum has 7 employees based in

Gothenburg.

Strategic cooperation with Stena

The cooperation agreement makes Lea the exclusive consumer finance partner for

Stena. Stena Line has over one million customers in its customer club.

Stena has been looking for a financing partner with a good track record and to

support our retail companies, says Johan Wester, Senior Vice President at

Adactum. We look forward to the cooperation with Lea bank, which has high

ambitions in the Swedish market. The digital banking solutions from Lea bank,

together with Stena's diverse portfolio, will allow us to create great products

and services for our customers, says Wester.

The Investment Agreement - Private placement and warrants

Adactum has agreed to subscribe for 1.5 million shares (1.58% of the current

share capital of Lea) at an issue price of NOK 8.0 per share. Adactum will

acquire shares in Lea through a private placement which will be completed when

the general meeting has decided to issue the warrants set out below and

independent from completion of the acquisition of Captum.

Adactum will be granted 3.6 million warrants with the following structure,

subject to approval by the Lea General Meeting:

1. 1,200,000 warrants with Strike of 12.40 NOK per share, with 12 months

vesting period

2. 1,200,000 warrants with Strike of 14.40 NOK per share, with 24 months

vesting period

3. 1,200,000 warrants with Strike of 16.40 NOK per share, with 36 months

vesting period

Exercise of the warrants as set out in number 1, 2 and 3 above are conditional

upon Lea and Stena reaching defined milestones in the cooperation agreement.

Shares issued through the private placement and by use of the warrants will be

subject to customary lock-up provisions for a period of 24 months from such new

shares are registered with the Register of Business Enterprises.

The board of Lea will in due course convene a general meeting to issue the

warrants.

Acquisition of Captum

Lea acquires 100% of the shares in Captum. The transaction is subject to

approval by Swedish and Norwegian financial supervisory authorities and certain

other conditions. As a result of the transaction, Captum will become a Swedish

subsidiary of Lea. The transaction will not have material impact on the equity

of Lea.

With this transaction we expand our distribution capabilities in the Swedish

market, and we are pleased to welcome a large and successful company like Stena

as owner and strategic partner. This cooperation and acquisition of Captum

supports our strategy to strengthen our presence in the Swedish market, says CEO

in Lea bank Oddbjørn Berentsen who looks forward to the cooperation with Stena

Group.

The information included in this announcement is defined as inside information

pursuant to article 7 of the Market Abuse Regulation and is publicly disclosed

in accordance with article 17 of the Market Abuse Regulation. The announcement

is made by the contact person.

Contact:

Oddbjørn Berentsen, CEO

Phone: +47 22 99 14 00

E-post: ir@leabank.no