Norwegian Finans Holding ASA: Offer to buy back shares in Norwegian Finans Holding ASA


 

NOT  FOR  DISTRIBUTION  OR  RELEASE,  DIRECTLY  OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES  OR  FOR  DISSEMINATION  IN  OR  INTO  THE  UNITED  STATES OR ANY OTHER
JURISDICTION  IN WHICH  THE DISTRIBUTION  OR RELEASE  WOULD BE UNLAWFUL OR WOULD
REQUIRE REGISTRATION OR OTHER MEASURES.

Reference  is  made  to  the  stock  exchange  notice issued on 10 January 2019
regarding  the update on  the acquisition of  own shares and  the stock exchange
notice  issued on 2 May 2019 regarding the  agreement with Norwegian Air Shuttle
ASA  ("NAS") and HBK Holding AS to purchase  all the shares in the Irish company
Lilienthal  Finance Ltd ("Lilienthal") and  the agreement between Lilienthal and
NAS  with exclusive right  to use the  Norwegian brand for  banking services and
access  to customers  in Europe  (the "Lilienthal  Agreement"). Norwegian Finans
Holding  ASA ("NOFI" or the  "Company") has decided to  initiate a share buyback
for  up  to  NOK  160 million.  The  buyback  will  be  conducted  as  a reverse
bookbuilding  process in which shareholders can  submit sales offers. The shares
purchased  in the  buyback will  primarily be  used as  consideration to  NAS in
connection  with  the  Lilienthal  Agreement. Any  excess  amount (up to NOK 10
million) will be used for the Company's employee incentive programme.

The bookbuilding period commences immediately and is expected to close at 16:30
(CET)  on  9 May  2019. The  Company  reserves  the right to accept sales offers
received  after the  end of  the bookbuilding  period, as  well as to extend the
bookbuilding  period  at  any  time  in  its  sole  discretion. Sales offers are
irrevocable  and cannot  be withdrawn.  However, if  the bookbuilding  period is
extended,  sales offers  can be  withdrawn up  until the  expiry of the extended
bookbuilding period.

Arctic  Securities AS ("Arctic") is acting  as bookrunner in connection with the
buyback  and shareholders  wanting to  sell shares  can contact Arctic at phone:
+47 21 01 32 13.

In  the event that  the total number  of received sales  offers exceeds NOK 160
million  at the price accepted, the Company will perform a pro-rata reduction of
sales offers.

The  buyback will be based on the authorisation provided by the Company's Annual
General Meeting on 2 May 2019.

For   further   information,   please   contact:   CFO   Pål  Svenkerud:  phone:
+47 93 40 39 04.

***

This  information is subject to the  disclosure requirements pursuant to section
5 -12 of the Norwegian Securities Trading Act.

***

The  buyback and the distribution of  this announcement and other information in
connection  therewith may be restricted by law in certain jurisdictions, and the
buyback is not made in any jurisdiction in which this would be unlawful, require
registration  or other measures. NOFI does  not assume any responsibility in the
event  there is  a violation  by any  person of  such restrictions. Persons into
whose  possession this  announcement or  such other  information should come are
required to inform themselves about and to observe any such restrictions.

The  buyback is not being made directly or indirectly in, or by use of the mails
of,  or by any means or instrumentality of interstate or foreign commerce of, or
any  facilities  of  a  national  securities  exchange  of, the United States of
America, its territories and possessions, any State of the United States and the
District  of Columbia (the  "United States") or  any other jurisdiction in which
this  would  be  unlawful.  This  includes,  but  is  not  limited to, facsimile
transmission,  internet  delivery,  e-mail,  telex  and telephones. Accordingly,
copies of this release and any related documents are not being, and must not be,
mailed,  e-mailed or otherwise distributed or sent  in or into the United States
and so doing may invalidate any purported sales offer.