NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 24 November 2025: Reference is made to the stock exchange announcements
made by Instabank ASA ("Instabank" or the "Company") on 7 November 2025 and 12
November 2025 regarding the subsequent offering of up to 10,000,000 new shares
in the Company (the "Offer Shares") at a subscription price of NOK 2.90 per
Offer Share (the "Subsequent Offering").
The subscription period in the Subsequent Offering expired today, 24 November
2025, at 16:30 hours (CET). The final results show that the Subsequent Offering
was oversubscribed. Hence, the maximum number of Offer Shares, being 10,000,000
Offer Shares, will, subject to timely payment, be issued in the Subsequent
Offering.
The Company raised NOK 29,000,000 in gross proceeds through the Subsequent
Offering.
Notifications of allocated Offer Shares in the Subsequent Offering and the
corresponding amount to be paid by each subscriber are expected to be
distributed on 25 November 2025. The deadline for payment for the allocated
Offer Shares is 27 November 2025, in accordance with the payment instructions
set out in the Company's prospectus dated 7 November 2025 (the "Prospectus").
The Offer Shares may not be transferred or traded until they are fully paid and
the share capital increase pertaining to the Subsequent Offering has been
registered with the Norwegian Register of Business Enterprises (Nw.:
Foretaksregisteret). Subject to timely payment of the Offer Shares subscribed
for and allocated in the Subsequent Offering, the delivery of the Offer Shares
pertaining to the Subsequent Offering is expected to be completed on or about 4
December 2025, and the Offer Shares are expected to commence trading on Euronext
Growth Oslo on or about 4 December 2025. DNB Carnegie, a part of DNB Bank ASA
(the "Manager") may be contacted for information regarding allocation, payment
and delivery of the Offer Shares.
Following the issuance of the 10,000,000 Offer Shares, the Company's share
capital will be NOK 452,606,339, divided into 452,606,339 shares, each with a
nominal value of NOK 1.
DNB Carnegie, a part of DNB Bank ASA is acting as manager in the Subsequent
Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to Instabank
in relation to the Subsequent Offering.
Further information about the Subsequent Offering and the settlement procedures
is included in the Prospectus.
For further information, please contact:
Robert Berg, CEO +47 974 85 610
Per Kristian Haug, CFO +47 952 38 717
About Instabank ASA:
Instabank is a Norwegian digital bank with offices in Oslo, Norway and has been
operating since 2016. The Company operates in Norway, Finland, Germany and
Sweden, offering competitive savings, insurance, credit cards, mortgages and
unsecured loan products to consumers who qualify after a credit evaluation. The
bank's products and services are distributed to agents, retail partners and
directly on the bank's website and mobile app.
Instabank is admitted to trading on Euronext Growth at Oslo Børs, with ticker
INSTA.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager nor any of its affiliates or any
of their respective directors, officers, employees, advisors or agents accepts
any responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this announcement or its contents or otherwise
arising in connection therewith. This announcement has been prepared by and is
the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). The securities offered in the
Subsequent Offering are offered on the basis of the Prospectus prepared by the
Company and dated 7 November 2025, which is available on the website of DNB
Carnegie, a part of DNB Bank ASA (https://www.dnb.no/emisjoner). Investors in
the Subsequent Offering should not subscribe for any securities in the
Subsequent Offering except on the basis of the Prospectus.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e. only to investors who can receive the offer
without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The
Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the Subsequent Offering. They will not regard any other
person as their respective clients in relation to the Subsequent Offering and
will not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Subsequent Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the Subsequent Offering, the Manager and any of its
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Subsequent Offering or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, the Manager and any of its affiliates acting as investors
for their own accounts. The Manager does not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal
or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.