DnB NOR ASA's (DnB NOR) Extraordinary General Meeting approved the rights issue - Minutes enclosed
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, JAPAN OR HONG KONG
DnB NOR ASA's (DnB NOR) Extraordinary General Meeting approved the rights issue. Shares to trade ex-rights from
20 November 2009.
Further to the announcement earlier today in which the Board announced the proposed final terms of the rights issue, the Extraordinary General Meeting of DnB NOR's shareholders today approved the Board's proposed resolution and the proposed amendments to the Articles of Association.
As announced earlier today, the DnB NOR share will, for trades subject to ordinary T+3 settlement in VPS, trade exclusive of the right to receive subscription rights in the rights issue from and including tomorrow (20 November 2009). Detailed terms of the rights issue will be included in the prospectus, which is expected to be published or about 26 November 2009. The minutes of the EGM are enclosed hereto and are available on DnB NOR's website (www.dnbnor.com).
For further information, please contact:
Bjørn Erik Næss, CFO, tel. +47 415 05 201, e-mail [email protected]
Per Sagbakken, EVP, Investor Relations, tel. +47 906 61 159, e-mail [email protected]
Trond Bentestuen, EVP, Corporate Communications, tel. +47 950 28 448, e-mail [email protected]
About DnB NOR
Representing more than 180 years of financial history, DnB NOR is Norway's largest financial services group, with more than 2.3 million Norwegian private individuals and more than 200,000 Norwegian corporate customers as of 30 September 2009. By offering a broad range of banking and other financial products and services, the Group aims to be the best financial partner to its customers and provide innovative solutions to their financial needs. The Group's core market is Norway and its customer base is diverse, including retail customers, large corporations and institutional clients. The Group's operations are divided into four principal business areas: Retail Banking, Large Corporates and International, DnB NOR Markets and Life and Asset Management. Please also see www.dnbnor.com.
- - - -
Disclaimer
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or Hong Kong. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States."
The issue, exercise or sale of subscription rights ("Rights") and the subscription or purchase of DnB NOR shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. DnB NOR assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement is an advertisement. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this announcement should be interpreted as a term or condition of the rights issue. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of nil paid rights, fully paid rights and/or ordinary Shares except on the basis of information in the prospectus to be published by the company in due course in connection with the rights issue which will contain further information relating to the company as well as a summary of the risk factors to which any investment is subject. (the "Prospectus"). The Prospectus will, following publication, be available on the rights issue website at www.dnbnor.com. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.
This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information provided in the prospectus to be published by DnB NOR on its website in due course.
The distribution of this announcement and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Morgan Stanley & Co. International plc. DnB NOR Markets and Citigroup Global Markets Limited are acting for DnB NOR and no one else in connection with the rights issue and will not be responsible to anyone other than DnB NOR for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this document.
Forward-looking statements
This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DnB NOR's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.
This information is subject to the disclosure requirements according to Section 5-12 of the Securities Trading Act.