Receipt of regulatory approval from the NFSA and reminder of expiry of the offer period for the recommended voluntary cash offer for all outstanding shares in Bank Norwegian ASA


 

Receipt of regulatory approval from the NFSA and reminder of expiry of the offer
period for the recommended voluntary cash offer for all outstanding shares in
Bank Norwegian ASA

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA AND JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE
PRIOR APPROVAL

Reference is made to the offer document dated 5 August 2021 (the "Offer
Document") and the stock exchange announcement on the same day for the
recommended voluntary offer by Nordax Bank AB (publ) ("Nordax" or the "Offeror")
to acquire all outstanding shares (the "Shares") in Bank Norwegian ASA (the
"Company") against a consideration in cash of NOK 105 per Share (subject to
adjustment as set out in the Offer Document) (the "Offer Price") (the "Offer").
The Offer Price is Nordax' best and final.

The Offeror herby announces that it has received approval from the Norwegian
Financial Supervisory Authority (the "NFSA") to acquire up to 100% of the share
capital of the Company and for the Company to become a subsidiary of the
Offeror. The approval from the NFSA has been made unconditionally and applies
for a customary 6-month period from its issue. The Offer remains subject to
receipt of approvals from the Swedish Financial Supervisory Authority, as
further specified in section 1.19 (Regulatory Approvals) of the Offer Document,
in order for the closing condition "Regulatory Approvals" under section 1.6
(Conditions to the Offer) in the Offer Document, to be fulfilled, subject to
waiver at the Offeror's sole discretion. 

The offer period for the Offer will expire on 6 September at 16:30 (Norwegian
time), subject to extensions at the sole discretion of the Offeror (the "Offer
Period"). The completion of the Offer remains subject to fulfilment or waiver by
the Offeror (in its sole discretion) of the closing conditions set out in the
Offer Document, including the receipt of valid acceptances of the Offer to such
extent that the Offeror becomes the owner of Shares representing more than 90%
of the issued and outstanding shares and voting rights in the Company on a fully
diluted basis (which may not be waived by the Offeror below an acceptance level
of 2/3 of the issued and outstanding share capital and voting rights of the
Company on a fully diluted basis).

Shareholders who want to accept the Offer must fill out and return the
acceptance form which is included in the Offer Document, prior to the expiry of
the Offer Period.

The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available at www.abgsc.com and www.dnb.no/emisjoner. Subject to
regulatory restrictions in certain jurisdictions, the Offer Document may also be
obtained free of charge during ordinary business hours at the offices of the
receiving agent, DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30,
0191 Oslo, Norway.

For further information on the Offer, visit www.collaborate-to-scale.com.
Advisors
ABG Sundal Collier, DNB Markets, Goldman Sachs International and Melesio are
acting as financial advisors to Nordax in the process. FCG Risk & Compliance AB
is acting as advisor on governance, risk and compliance to Nordax. Advokatfirman
Cederquist KB is acting as Swedish legal counsel and Advokatfirmaet Wiersholm AS
is acting as Norwegian legal counsel to Nordax. 

Media relations

Oscar Karlsson, Brunswick Group

okarlsson@brunswickgroup.com

+46 709 62 78 42

About Nordax

Nordax Bank AB (publ) is a leading specialist bank in Northern Europe owned by
Nordic Capital Fund VIII and Sampo. Nordax has around 287,000 private customers
in Sweden, Norway, Finland, Denmark and Germany. We are a specialist bank that
through responsible lending helps people make informed decisions for a life they
can afford. We are a flexible complement to the major banks. Instead of
quantity, we have specialised in a few selected products that we know best:
personal loans, mortgages, equity release products and savings accounts. Since
2019, Svensk Hypotekspension, which is a specialist in equity release products,
is a wholly owned subsidiary of Nordax. Nordax has around 350 employees,
practically all of whom work from a central office in Stockholm. The credit
assessment process is one of Nordax's core competencies. It is thorough, sound
and data driven. Nordax's customers are financially stable. As of 30 June 2021,
lending to the public amounted to SEK 30.1 billion and deposits amounted to SEK
28.4 billion. 

Read more about Nordax on http://www.nordaxgroup.com
 
Important notice

This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. The Offer will only be
made on the basis of the Offer Document, and can only be accepted pursuant to
the terms of the Offer Document. The Offer will not be made in any jurisdiction
in which making of the Offer would not be in compliance with the laws of such
jurisdiction or would require that an additional offer document is prepared or
registration effected or that any other measures are taken in addition to those
required under Norwegian law and regulations. This press release and any related
Offer documentation 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 Nordax. Any purported acceptance of the Offer
resulting directly or indirectly from a violation of these restrictions may be
disregarded.
Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the shares in BANO (the
"Shares") are not listed on a U.S. securities exchange and that the Company is
not subject to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required
to, and does not, file any reports with the U.S. Securities and Exchange
Commission (the "SEC") thereunder.

The Offer is made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer is made by the Offeror and no
one else.

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with respect
to the offer timetable, settlement procedures and timing of payments, that are
different from those that would be applicable under U.S. domestic tender offer
procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

Forward-looking information 

Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
and whether the Offer will be completed, are forward-looking statements. These
statements may generally, but not always, be identified by the use of words such
as "anticipates", "expects", "believes", or similar expressions. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There can be no assurance that actual results will not differ materially from
those expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of Nordax. Any such
forward-looking statements speak only as of the date on which they were made and
Nordax has no obligation (and undertakes no such obligation) to update or revise
any of them, whether as a result of new information, future events or otherwise,
except for in accordance with applicable laws and regulations.