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


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 Sales offers are irrevocable and cannot be withdrawn. However, if the bookbuilding period is extended, sales offers can be withdrawn up until the expiry of the extended bookbuilding period.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.

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

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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.