Jyske Bank A/S
Jyske Bank issues up to 6,479,999 new shares in a private placement at market price
Jyske Bank A/S 29.02.2012 17:08 Dissemination of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Not for release, publication or distribution, directly or indirectly, in or into Canada, Australia or Japan Not for release, publication or distribution, directly or indirectly, in or into Canada, Australia Japan or in any jurisdiction in which such transmission or distribution is unlawful. Not for release, publication or distribution, directly or indirectly, in or into the United States except to qualified institutional buyers as defined under Rule 144A of the U.S. Securities Act of 1933, as amended (the 'Securities Act'). Any failure to comply with this restriction may constitute a violation of U.S., Canadian, Australian or Japanese securities laws or the securities laws of other states as the case may be. This announcement does not constitute or form part of an offer to sell or a solicitation of an offer to buy securities of the Company in any jurisdiction. The securities described in this announcement have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The issuer of the Securities has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of the Securities in the United States. The Supervisory Board of Jyske Bank A/S ('Jyske Bank') today resolved to offer up to 6,479,999 new shares with a nominal value of DKK 10 each at market price (the 'Offering'). The Offering will be executed via an accelerated bookbuilding process of up to 6,479,999 shares with a nominal value of DKK 10 each, corresponding to approximately 9.99% of Jyske Bank's current registered nominal share capital of DKK 648,000,000. The offer price will be determined by the Supervisory Board after closing of the accelerated bookbuilding process. Based on the closing share price on 29 February 2012 of DKK 200.2, the gross proceeds from the offering would amount to approximately DKK 1.3bn. The net proceeds from the capital increase will strengthen Jyske Bank's capital base, allowing Jyske Bank flexibility in relation to organic growth as well as acquisitions of additional activities in a changing regulatory environment. The Offering The Offering will be completed as a private placement to institutional investors in Denmark, internationally and in the United States in accordance with Rule 144A of the U.S. Securities Act. The Offering is made without pre-emptive rights to Jyske Bank's existing shareholders pursuant to the authorisation contained in article 4 of the articles of association. The bookbuilding process will start immediately. It is expected that pricing will be published and allocations notified to investors as soon as possible after closing of the Offering. An individual allocation of shares will be made if the Offering is oversubscribed. Up to 400,000 new shares have been allocated in advance to Jyske Bank pursuant to an agreement with Handelsbanken Capital Markets regarding subscription and resale to Jyske Bank for purposes of covering Jyske Bank's share schemes for the Executive Board and employees. Joint Global Coordinators and Joint Bookrunners Handelsbanken Capital Markets (business unit of Svenska Handelsbanken AB (Publ.)) and J.P. Morgan Securities Ltd. are Joint Global Coordinators and Joint Bookrunners in the Offering. Applications for subscription may be submitted to and purchases made through the Joint Global Coordinators and Joint Bookrunners. Resolution to increase the share capital The Supervisory Board's resolution to offer up to 6,479,999 shares with a nominal value of DKK 10 each is made pursuant to the authorisation contained in article 4 of the articles of association. If the Offering is subscribed in full, the nominal share capital of Jyske Bank will be increased by DKK 64,799,990, after which the total nominal share capital is DKK 712,799,990. Admission to trading and official listing The new shares will be issued in a temporary ISIN code: DK0060421634. NASDAQ OMX Copenhagen A/S has confirmed that the temporary ISIN code will be admitted to trading and official listing. NASDAQ OMX Copenhagen A/S has furthermore confirmed that by merger of the temporary ISIN code and the existing ISIN code, DK0010307958, the new shares will be admitted to trading and official listing in the existing ISIN code following registration of the share capital increase with the Danish Business Authority. Expected timetable for the capital increase The offer price is expected to be published via NASDAQ OMX Copenhagen 1 March A/S no later than 2012 Expected date of admission to trading and official listing of new 2 March shares in the temporary ISIN code 2012 Expected date of payment against delivery 6 March 2012 Expected date of registration of the capital increase with the Danish 6 March Business Authority 2012 Expected date of admission to trading of new shares in the existing 7 March ISIN code 2012 Lock-up Beginning today and ending six months after registration of the capital increase, Jyske Bank undertakes a lock-up commitment to the Joint Global Coordinators and Joint Bookrunners under which, subject to a few exceptions, Jyske Bank will not, directly or indirectly, issue, sell, offer for sale, contract to sell Jyske Bank securities, pledge or otherwise, directly or indirectly, transfer shares or any other securities convertible into shares in Jyske Bank without the prior consent of the Joint Global Coordinators and Joint Bookrunners. The new shares The new shares will rank pari passu in all respects with existing Jyske Bank shares. The new shares will be registered by name in Jyske Bank's register of shareholders and will be issued by and registered with VP Securities A/S. The new shares will be freely transferable, but any transfer of shares to an acquirer who, upon such transfer, holds or will obtain more than 10% of Jyske Bank's total share capital, is subject to the Supervisory Board's consent. The new shares will be negotiable instruments, and no shares, including the new shares, will carry any special rights. The new shares will be eligible for all rights, including voting and dividend rights, as from the time when the capital increase has been registered with the Danish Business Authority. Pursuant to article 11 of the articles of association, each share with a nominal value of DKK 10 carries one vote, always provided that no shareholder casts more than 4,000 votes on its own behalf. Other information Jyske Bank's company registration (CVR) no. is 17616617. Jyske Bank's financial year runs from 1 January to 31 December. Yours sincerely Jyske Bank A/S Sven Buhrkall Anders Dam Chairman Managing Director and CEO This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering document or prospectus has been or will be submitted to be approved by any regulatory authority in relation to the offering. This document is an announcement and is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the 'Prospectus Directive'). In any EEA Member State that has implemented the Prospective Directive this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive. Notice to UK residents This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply. News Source: NASDAQ OMX 29.02.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Jyske Bank A/S Denmark Phone: Fax: E-mail: Internet: ISIN: DK0010307958 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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