20.03.2017

Announcement of results of share placing

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

19 March 2017

Arion Banki hf. (“Arion Bank”) and Kaupthing ehf. (“Kaupthing”) announce today the results of a private placement of shares in Arion Bank owned via Kaupthing’s wholly-owned subsidiary, Kaupskil ehf., (the “Private Placement”) in which Kaupskil ehf. has agreed to sell 582,922,113 shares of Arion Bank for an amount in aggregate of greater than ISK 48.8 billion. As a result of the Private Placement, Kaupthing’s interest in Arion Bank has reduced to 57.9% of the issued share capital of Arion Bank.

In addition, the Private Placement agreements grant the investors options in respect of 437,191,585 shares of Arion Bank (representing 21.9% of the issued share capital), which are exercisable at a premium to the price paid in the Private Placement and expire prior to any potential offering of Arion’s shares to the public.

The proceeds from the transaction will be used to prepay the ISK 84 billion secured note held by the Icelandic Treasury, as part of Kaupthing’s stability contribution agreed upon its composition.

The table below presents the shareholders of Arion Bank following the Private Placement.

Paul Copley, CEO of Kaupthing:

“We are delighted that this milestone of the sale of nearly 30% of Arion Bank has been achieved, which reduces Kaupthing’s interest in the bank to 57.9%, thereby significantly advancing our continuing efforts to realise our remaining asset portfolio and return capital to stakeholders.”

“In completing this deal, which is the largest equity portfolio investment by foreign parties in Icelandic history and immediately after the lifting of capital controls, we have secured international investors with a medium to long term view of their investment in Arion. All of them are existing investors in Kaupthing and have chosen to re-invest in Iceland rather than move their money offshore, which is the strongest possible signal of their confidence in both Iceland generally and Arion specifically.”

“Taconic Capital and Och-Ziff are Kaupthing’s two largest investors and have been deeply committed to Iceland for a number of years across a range of investments. Likewise, Attestor Capital is a substantial shareholder of ours, and has in the past invested in a number of other European financial institutions, including a controlling stake in an Austrian credit institution. The involvement of an iconic firm such as Goldman Sachs speaks for itself.”

“I look forward to working with all four institutions as we continue preparations to realise the remainder of our stake in Arion, likely via an IPO, where we hope to offer domestic individuals and institutions the opportunity to invest in the bank.”

Höskuldur H. Ólafsson, CEO of Arion Bank:

“We have long been of the opinion that it would be a positive move for the Bank to bring on board international shareholders. We have met numerous international investors over the last few years and have detected a keen interest in Iceland and the Bank. We can sense this interest in other fields in Iceland too, for example in tourism and retail, where renowned international brands are giving the country unprecedented attention. We are not particularly surprised that these investors, who have been involved with the Bank indirectly for several years, have now elected to invest directly by becoming shareholders. They know the Bank well, have monitored our progress and the positive developments which have taken place in the Icelandic economy and they are now underlining their belief that the future is bright for Arion Bank.”

“Attracting new shareholders, international investors, marks the beginning of a new era. We will continue to examine the possibility of listing the Bank on the stock market, which will further diversify the shareholder base.”

About the investors

Taconic Capital
Taconic Capital is a global institutional investment firm founded in 1999 with $6bn of assets under management. Its headquarters are in New York and offices in London and Hong Kong. Taconic Capital is the investment manager of certain investment vehicles with liquidity structures that align with the potential underlying investment in Arion bank. Taconic’s investors are predominantly institutional investors, pension and endowment funds, high net worth individuals and family offices.

Attestor Capital
Attestor Capital is a UK-based Investment Manager, which is authorized and regulated by the Financial Conduct Authority. Attestor Capital is the investment manager for Trinity Investments Designated Activity Company. Investors are predominantly endowment funds and family offices. Attestor Capital is a long-term oriented investment manager that invests in companies and assets across sectors and geographies. Notable prior transactions include acquiring significant ownership positions in European regulated financial institutions, including for example a controlling stake in an Austrian credit institution (after undergoing full ownership control procedure by the European Central Bank), and an investment in an Irish mortgage lender.”

Och-Ziff
Och-Ziff Capital Management Group is one of the largest institutional alternative assets managers in the world with approximately $34bn of assets under management. The headquarters of the company are in New York, and it also has offices in London, Hong Kong, Mumbai, Beijing, Shanghai and Houston. Investors include pension funds, fund-of-funds, foundations and endowments, corporations and other institutions, private banks and family offices.

Goldman Sachs International
Goldman Sachs provides a wide range of financial services to clients located worldwide. Founded in 1869 the company has 34 thousand employees in more than 80 locations around the world. Goldman Sachs is making an investment into Arion Bank through a wholly owned subsidiary ELQ Investors II Ltd.

The before mentioned investors have confirmed to Kaupthing that the beneficial owners of the funds investing into Arion Bank are all non-domestic parties as defined in the act on foreign exchange no. 87/1992, with amendments.

Advisers

Kaupthing was advised by Morgan Stanley, White & Case and LOGOS. The investors were advised by Linklaters LLP and Fjeldsted & Blöndal.

This announcement is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States, the United Kingdom, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which release, publication or distribution would be unlawful.
This announcement is not an offer of securities for sale in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Arion Bank does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it 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”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.


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