Norwegian Finans Holding ASA: Notice of Extraordinary General Meeting and update on intra-group merger

Norwegian Finans Holding ASA: Notice of Extraordinary General Meeting and update on intra-group merger

The Board of Directors in Norwegian Finans Holding ASA hereby invite to an Extraordinary General Meeting (EGM) of shareholders of Norwegian Finans Holding ASA on Friday 4 June 2021 at 09.00.

With reference to the ongoing merger process between Norwegian Finans Holding ASA and Bank Norwegian ASA, and with further reference to the announcements on 27 April 2021 on Norwegian Finans Holding ASA and 29 April 2021 on Bank Norwegian ASA, stating that the merger had been approved by the respective Annual General Meetings on 27 April 2021.

The Norwegian Register of Business Enterprises did not approve the notification of the merger resolution, because the one-month notification period for the merger plan was not fulfilled. The merger plan was announced through a stock exchange notice on 26 March 2021 and at the company’s website, but was not announced through Brønnøysund Register Center’s electronic bulletin for public announcement before 7 April 2021.

As such, Norwegian Finans Holding ASA and Bank Norwegian AS will hold EGMs for the respective companies with the purpose to re-approve the merger plan. The merger plan is unchanged from the issued material for the AGM 27 April, as decided by the Board of Directors on 16 March, and as published in stock exchange notices on 26 March 2021 for the respective companies, while the Independent Expert report is updated and published at the company’s website:

The EGM will be held digitally using electronic voting. Please find attached the notice and guidelines for participation, which are also available at the company's website:

An updated tentative timeline for the merger, given a positive decision by the EGM, is:

4 June - Extraordinary General meeting at 09.00

4 June - Notification to FSA and Company register

17 July - Creditor notification period ends

19 July - Merger notification to Company register, assuming no creditor issues

20 July - Last day of NOFI shares traded - Merger registered after end of business

21 July - First day of BANO shares traded

22 July - Settlement day in VPS of NOFI vs BANO

The updated timeline will have no consequences other than a delayed process. The merger will still be completed at continuity with accounting and tax effect from 1 January 2021.

As previously stated, the rationale for the merger is to give positive synergies on administrative costs as well as reduce funding cost on future MREL eligible capital being issued from an operating company instead of a holding company. The merger is considered to have no material effect nor adversely impact Norwegian Finans Holding ASA' or Bank Norwegian AS' ability to fulfill its obligations towards creditors under relevant agreements, including current senior preferred loan agreements, subordinated loan agreements and tier 1 capital instruments agreements.

Contact persons:

CFO Klara Lise Aasen; phone +47 47635583; 

Head of Treasury Mats Benserud; phone +47 95891539;

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