On 7 March 2018, the Board of Directors of DNB ASA decided to offer employees in DNB ASA shares with a discount of NOK 1,500-3,000.
The shares were allotted today, 29 May 2018, at a gross price of NOK 153.9167 per share.
Attached is a list of the primary insiders that availed themselves of the offer.
Leading Nordic banks DNB Bank ASA, Danske Bank A/S, Nordea Bank AB (publ), Svenska Handelsbanken AB (publ) and Skandinaviska Enskilda Banken AB (publ) have decided to explore the possible establishment of a Nordic Know Your Customer (KYC) infrastructure that would, in initial phase, service large and midsize Nordic corporates.
In recent years, compliance with requirements for processing customer data has become a critical component in fighting financial crime. Bank customers are, however, struggling with time-consuming KYC information requirements, often including many banks and formats. Inefficient KYC processes also impact banks negatively, slowing down transaction processes, and increasing administration and risks.
At the same time, the banking community is continuously facing more regulations and requirements related to KYC processes. There is hence a need for a consolidated, efficient and accurate way to serve customers, banks and society.
The banks intend to set up a joint venture, Nordic KYC Utility, with a singular focus on developing an efficient, common, secure and cost-effective Nordic KYC infrastructure. The company will be owned and controlled by the founding banks, however, the plan is that the company will also offer its services to third parties. The initiative will contribute to ensuring a healthy financial environment, prevent financial crime and to protect customers and society.
The establishment and operational start of the joint venture company is conditional upon approval of the European Commission under the EU Merger Regulation and the company is expected to be established during the second half of 2018.
Approval of share capital reduction:
In accordance with the purpose of the buy-back programme carried out between the annual general meetings in 2017 and 2018 respectively, the annual general meeting of DNB ASA held on 24 April 2018 resolved a reduction in the company’s share capital of NOK 244,319,730, from NOK 16,287,988,610 to NOK 16,043,668,880, by deletion or redemption of a total of 24,431,973 shares.
The Norwegian FSA has now approved the capital reduction, which will be notified to the Norwegian register of business enterprises within a short time. This will trigger a six week creditor notice period, after which the capital reduction may be completed, provided that relations with creditors having made objections (if any), have been clarified.
Approval of new share buy-back:
In the annual general meeting held 24 April 2018, it was also resolved to grant the board of directors of DNB Bank ASA with a new authorization to repurchase shares. The authorization has a limit of 4.0 per cent of the share capital calculated after completion of the already resolved capital reduction, whereof 0.5 per cent can only be used for hedging purposes in DNB Markets.
Following the general meeting, DNB applied for the Norwegian FSA’s approval to buy back own shares up to 2.5 per cent of the limit granted by the general meeting, whereof 0.5 will be reserved for hedging purposes. The FSA has approved DNBs application to buy back shares in accordance with the request, provided that the targeted capital level is met following the repurchase.
In order to enable an optimal level of capital in the company, DNB ASA has decided to initiate a new share buy-back programme. The buy-back programme comprises up to 1.5% of DNB ASA’s shares calculated after completion of the capital reduction resolved in connection with the share buy-back carried prior to the annual general meeting in 2018, which represents a total of approximately 24.1 million shares.
The share buy-back programme will be carried out on the basis of an authorization given by DNB ASA’s annual general meeting on 24 April 2018 and an approval given by the Financial Supervisory Authority of Norway on 4 June 2018. The general meeting authorized DNB ASA to repurchase up to 3.5% of its registered shares, calculated on the basis of the company’s share capital after completion of the resolved capital reduction. DNB ASA may at a later stage, based on the authorization from the general meeting and the approval from the Financial Supervisory Authority of Norway, decide to initiate further share buy-back programmes of up to 0.5% of its registered shares. Additional buy-back programmes, up to the maximum limit of 3.5%, may be carried out subject to the approval of the Financial Supervisory Authority of Norway..
Up to approximately 15.9 million of the shares comprised by the share buy-back programme may be repurchased in the open market. In addition, a proportionate amount of up to approximately 8.2 million of the shares owned by the state of Norway through the Ministry of Trade, Industry and Fisheries will be redeemed, in accordance with an agreement between DNB ASA and the state of Norway. The redemption of the shares owned by the state of Norway is subject to approval from DNB ASA’s annual general meeting in 2019. According to the agreement, the state of Norway shall redeem shares on a proportionate basis so that its current ownership interest in DNB ASA of 34.00% remains unaffected following completion of the buy-back programme.
DNB ASA will seek approval from the annual general meeting in 2019 for cancellation of the repurchased shares and a corresponding redemption of the proportionate number of shares owned by the state of Norway. The redemption of the shares owned by the state of Norway shall be made against a payment which shall correspond to an average volume weighted price of DNB ASA’s repurchase of shares in the open market as a part of the buy-back programme, including an interest compensation and an agreed adjustment for dividend paid on the redemption shares in the buy-back period (if any).
For further information, DNB ASA refers to the minutes from DNB ASA’s annual general meeting of 24 April 2018, available at www.dnb.no.
Group executive vice president Trond Bentestuen has been appointed CEO of the REMA 1000 supermarket chain and will thus leave DNB. He is currently head of Wealth Management & Insurance, and has previously been at the helm of Personal Banking and Marketing, Communications and eBusiness.
Håkon Hansen will become acting head of Wealth Management & Insurance, effective as of Monday 11 June 2018. Hansen is currently head of DNB Private Banking.
During week 23 2018, DNB ASA has purchased 969 000 own shares at an average price of NOK 152.44 per share. After this, DNB ASA owns a total of 969 000 own shares,in addition to the shares that will be deleted upon completion of the capital reduction resolved in connection with the share buy-back carried out prior to the annual general meeting in 2018.
The repurchase of shares is part of the share buy-back programme announced by DNB ASA on 6 June 2018. The buy-back programme comprises up to approximately 24.1 million shares, of which up to approximately 15.9 million shares may be repurchased in the open market. The rest will be redeemed from the state of Norway on a proportionate basis, subject to approval from DNB ASA's annual general meeting in 2019, so that its current ownership interest of 34.00% will remain unaffected following completion of the buy-back programme.
For further information about the share buy-back programme, DNB ASA refers to the Oslo Stock Exchange notification made on 6 June 2018 (available from www.newsweb.no).
During week 24 2018, DNB ASA has purchased 1 578 000 own shares at an average price of NOK 157.60 per share. After this, DNB ASA owns a total of 2 574 000 own shares,in addition to the shares that will be deleted upon completion of the capital reduction resolved in connection with the share buy-back carried out prior to the annual general meeting in 2018.
The repurchase of shares is part of the share buy-back programme announced by DNB ASA on 6 June 2018. The buy-back programme comprises up to approximately 24.1 million shares, of which up to approximately 15.9 million shares may be repurchased in the open market. The rest will be redeemed from the state of Norway on a proportionate basis, subject to approval from DNB ASA's annual general meeting in 2019, so that its current ownership interest of 34.00% will remain unaffected following completion of the buy-back programme.
For further information about the share buy-back programme, DNB ASA refers to the Oslo Stock Exchange notification made on 6 June 2018 (available from www.newsweb.
On 20 June 2018, SpareBank 1 Gruppen AS and DNB ASA signed a letter of intent to merge their non-life insurance operations and will thus establish one of Norway’s largest insurance companies.
The companies to be merged are DNB Forsikring AS and Sparebank 1 Skadeforsikring AS, which both have a licence to engage in non-life insurance operations.
According to the letter of intent, the exchange ratio will be approximately 80 per cent for SpareBank 1 Gruppen and approximately 20 per cent for DNB. DNB will increase its holding in the new company, whereby SpareBank 1 Gruppen will have a holding of 60 per cent and DNB a holding of 40 per cent on the merger date. DNB will thus increase its exposure in a capital-light and profitable business area.
At the time of the merger, the new company will have a market share within non-life insurance of more than 15 per cent and will thus be Norway’s third largest non-life insurance company and the largest non-life insurance company distributing its products through banks. The merger will strengthen DNB’s focus on and exposure to an attractive product segment. The size, product range and innovative power of the new company will enable DNB to deliver even better insurance products to both private individuals and corporate customers.
The tentative merger date is 1 January 2019, subject to the approval of the authorities.
During week 25 2018, DNB ASA has purchased 553 000 own shares at an average price of NOK 156.83 per share. After this, DNB ASA owns a total of 3 100 000 own shares, in addition to the shares that will be deleted upon completion of the capital reduction resolved in connection with the share buy-back carried out prior to the annual general meeting in 2018.
The repurchase of shares is part of the share buy-back programme announced by DNB ASA on 6 June 2018. The buy-back programme comprises up to approximately 24.1 million shares, of which up to approximately 15.9 million shares may be repurchased in the open market. The rest will be redeemed from the state of Norway on a proportionate basis, subject to approval from DNB ASA's annual general meeting in 2019, so that its current ownership interest of 34.00% will remain unaffected following completion of the buy-back programme.
For further information about the share buy-back programme, DNB ASA refers to the Oslo Stock Exchange notification made on 6 June 2018 (available from www.newsweb.no).
DNB will publish its results for the second quarter of 2018 on Thursday, 12 July 2018 at 7.30 am CET.
12 July at 9.30 am CET: press conference in English accessible via live web TV
Place: DNB’s head office in Bjørvika, Dronning Eufemias gate 30, Oslo. A live broadcast will be available on the Investor Relations pages at ir.dnb.no.
Please register your attendance in Oslo at [email protected].
The press conference will be held in English.
12 July at 1.30 pm CET: conference call for analysts and investors
To attend the conference call: +47 2156 3318 or international line: +44 (0) 20 3003 2666
Password: DNBQ2
The phonecast (listen only mode) and replay will be available on the Investor Relations pages at ir.dnb.no
13 July at 07:45 am GMT: breakfast conference for analysts in London
Place: DNB Bank ASA, 8th Floor, The Walbrook Builiding, 25 Walbrook, London EC4N 8AF
Please register your attendance in London at [email protected]
Management will present the results followed by a Q&A session.
