vestjyskBANK publishes prospectus in connection with offering of shares with pre-emptive rights to existing shareholders

Vestjysk Bank A/S 

26.04.2012 12:50
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The Danish Financial Supervisory Authority
NASDAQ OMX Copenhagen
London Stock Exchange
Oslo Børs


26 April 2012


vestjyskBANK publishes prospectus in connection with offering of shares with
pre-emptive rights to existing shareholders 

  -- The offering comprises 
30,644,439
 new shares of nominally DKK 10 each
  -- The offering will be completed with pre-emptive rights to existing
     shareholders in vestjyskBANK
  -- The subscription price is DKK 
10.40 per share of nominally DKK
 10
  -- The offering is conditional on subscription of shares equal to minimum
     gross proceeds of DKK 250 million, equal to a minimum of 24.038.462 shares
     of nominally DKK 10 each against cash payment of DKK 10.40 per share
  -- The gross proceeds from the offering will - provided that the offered
     shares are subscribed in full - amount to DKK 318,7 million
  -- The subscription period commences on 3 May 2012 and closes on 21 May 2012

Today, the board of directors of vestjyskBANK has resolved to exercise the
authorisation in article 9.11 of vestjyskBANK's articles of association to
increase the share capital of the bank by offering a total of 30,644,439 shares
('Offer Shares') with pre-emptive rights to existing shareholders at a price of
DKK 10.40 per share of nominally DKK 10 (the 'Offering'). vestjyskBANK
publishes a prospectus in connection with the Offering. 

Reasons for the Offering
On 31 December 2011 vestjyskBANK and Aarhus Lokalbank had limited solvency
excess covers compared to the banks' respective solvency requirements. In
addition, both banks were experiencing significant deposit deficits, and the
banks had state guaranteed loans for DKK 9.5 billion in total based on the
official exchange rates as of 31 December 2011. Therefore, both banks were in
an inadequate position with regard to solvency and funding. 

As a consequence, the board of directors of each of the two banks decided to
propose a merger of the two banks, such merger being completed on 30 March
2012, and contemplated in connection with the merger to implement a capital
plan, as announced in vestjyskBANK's company announcement on 25 January 2012,
which is described further below. The Offering constitutes a significant part
of the capital plan. 

The contemplated capital plan comprises the steps below of which the first step
was completed on 20 February 2012 by conversion of state capital injection to
share capital in vestjyskBANK. The second step is constituted by the Offering,
as further described in this announcement as well as in the prospectus
published by vestjyskBANK today. The other steps of the capital plan are
contemplated to be implemented directly after the completion of the Offering. 

The capital plan comprises the following steps:

  -- Conversion of state capital injection and accrued interest in the total
     amount of DKK 296 million to share capital in
vestjyskBANK 
  -- Completion of a capital increase in 
vestjyskBANK with minimum gross proceeds of DKK 250 million

  -- Raising of DKK 200 million new subordinated loan capital. 
vestjyskBANK has obtained conditional underwriting commitments with respect
     to the loan amount from a number of Danish banks
  -- Sale of DKK 175 million sector shares to Danmarks Nationalbank
  -- Obtaining undertaking on new individual state guarantees. 
vestjyskBANK has obtained a conditional undertaking with respect to new
     individual state guarantees for new bonds of up to DKK 8.6 billion issued
     with a maturity of 3 years, conditional on a number of conditions

Advance undertakings
All members of the board of directors and management as well as key employees
that are existing shareholders in vestjyskBANK and a number of other
shareholder consisting of Bankpension, Vald. Birn Holding A/S and Jørgen
Skovgaard Holding ApS have informed that they will participate in the Offering
by exercising all of their allocated subscription rights for an aggregate
consideration of DKK 7.4 million. 

Further, Bankpension, Vald. Birn Holding A/S, Færchfonden, Jørgen Skov Holding
ApS as well as certain members of the board of directors, management and key
employees of vestjyskBANK have informed that they will purchase subscription
rights and subscribe for shares on the basis of such subscription rights for an
amount of DKK 33.3 million, including expenses related to the purchase of
subscription rights. 

The Offering is not underwritten.

Use of proceeds
Upon completion of the Offering, the gross proceeds will amount to at least DKK
250 million and DKK 318.7 million at the most. The estimated net proceeds
(gross proceeds with deduction of estimated expenses for vestjyskBANK in
respect of the Offering) are expected to amount to between DKK 232.0 million
and 300.5 million. 

The net proceeds from the Offering will form part of the cash reserves of
vestjyskBANK and also form part of the bank's capital base and core capital and
thereby support the operations of vestjyskBANK and increase the solvency excess
cover of the bank. 

Terms of the Offering

The Offering
The Offering comprises 30,644,439 shares of nominally DKK 10 each with
pre-emptive rights to the bank's existing shareholders. 

Offer price
The new shares are offered at DKK 10.40 per share of nominally DKK 10, free of
brokerage. 

Subscription ratio
The Offering is completed at the ratio of 1:1 which implies that any existing
shareholder of the bank registered as shareholder with VP Securities A/S on 2
May 2012 at 12.30 p.m. CET will be allocated one (1) subscription right per
share of nominally DKK 10. One (1) subscription right will entitle the holder
to subscribe for one (1) new share with a nominal value of DKK 10 against
payment of DKK 10.40. 

Trading in subscription rights
The subscription rights can be traded on NASDAQ OMX Copenhagen A/S during the
period from 30 April 2012 at 9.00 a.m. CET to 14 May 2012 at 17.00 p.m. CET.
The subscription rights have ISIN code DK0060425114. 

Subscription period
The subscription period for the Offer Shares commences on 3 May 2012 and closes
on 21 May 2012 at 17.00 CET. Any subscription rights that are not exercised in
the subscription period will lapse with no value and the holder of such
subscription rights will not be entitled to compensation. 

Payment and delivery
Upon exercise of the subscription rights the holder must pay DKK 10.40 per
Offer Share subscribed for. Payment for the Offer Shares shall be made in
Danish Kroner on the date of subscription, however, not later than 21 May 2012
against registration of the Offer Shares on the investor's account with VP
under the unlisted temporary ISIN code. 

Remaining Shares
Offer Shares which are not subscribed for by exercise of subscription rights
('Remaining Shares') may, without compensation to the holders of unexercised
subscription rights, be subscribed for by existing shareholders and Danish and
Greenlandic investors in general who have made a binding undertaking to such
effect. If such binding undertakings exceed the number of Remaining Shares, an
allocation will take place on the basis of a plan of distribution to be
determined by the board of directors of the bank. The allocation will be made
on basis of received undertakings without taking into account whether the
subscribers are shareholders or not shareholders of the bank. Interested
existing shareholders and Danish and Greenlandic investors can read more about
this in the prospectus, which includes a form for subscription of Remaining
Shares. 

Trading in and official listing of Offer Shares
The Offer Shares will be registered under the temporary unlisted ISIN code
DK0060425387. Upon completion of the Offering, the Offered Shares will be
registered with the Danish Business Authority, and as soon as possible
thereafter the temporary ISIN code will be merged with the ISIN code of the
Existing Shares, DK0010304500. The merger is expected to the place on 30 May
2012. 

Cancellation or withdrawal of the Offering
The completion of the Offering is conditional on subscription of Offer Shares
resulting in gross proceeds of at least DKK 250 million equal a minimum
subscription of 24,038,462 Offer Shares of DKK 10 each against payment of DKK
10.40 per Offer Share. If the condition is not satisfied, the Offering will be
cancelled. 

Furthermore, vestjyskBANK may at any time cancel the Offering prior to the
registration of the capital increase in respect of the Offer Shares with the
Danish Business Authority, including if is assessed that other circumstances
will result in the entire capital plan of vestjyskBANK not being implemented. 

If the Offering is cancelled, an announcement will be published through NASDAQ
OMX Copenhagen A/S as soon as possible. 

Expected timetable

27 April 2012             Last day of trading in existing shares, including
subscription rights (assuming trade with usual value of three trading days) 

30 April 2012             First day of trading in existing shares excluding
subscription rights (assuming trade with usual value of three trading days) 

30 April 2012             First day of trading of subscription rights

2 May 2012               Allocation of subscription rights

3 May 2012               First day of subscription period

14 May 2012             Last day of trading of subscription rights

21 May 2012             Last day of subscription period

23 May 2012             Allocation of Remaining Shares and announcement of the
result of the Offering 

29 May 2012             Settlement of accounts

29 May 2012             Registration of the Offer Shares with the Danish
Business Authority 

30 May 2012             First trading day of the Offer Shares

Prospectus

On request, copies of the prospectus are available - with certain limitations
-from: 

Vestjysk Bank A/S
Torvet 4-5
DK-7620 Lemvig
Tel.: +45 96 63 20 00

E-mail: prospekt@vestjyskbank.dk

The prospectus can also - with certain limitations - be downloaded from the
website of vestjyskBANK (www.vestjyskbank.dk). Apart from information that is
incorporated into the prospectus by reference, the contents of the website of
vestjyskBANK do not form part of the Prospectus. 

Please direct any questions regarding this announcement to CEO Frank Kristensen
on tel. +45 96 63 21 01, or HR & Communication Director Michael Thorup Madsen
on tel. +45 96 63 21 16. 



vestjyskBANK

Frank Kristensen
CEO

fk@vestjyskbank.dk

Vestjysk Bank A/S
Torvet 4-5
DK-7620 Lemvig
Denmark
Tel. +45 96 63 20 00

CVR no. 34631328
www.vestjyskbank.dk



This announcement does not constitute an offer to buy or sell securities in
Vestjysk Bank A/S ('Securities') and it is not a solicitation to make an offer
to buy or sell Securities. 

The issuer of the Securities has not registered and does not intend to register
the Securities or any portion thereof in the United States, Canada, Australia
or Japan or in any other jurisdiction and does not intend to make a public
offering of the Securities in the United States, Canada, Australia or Japan or
in any other jurisdiction except from Denmark and Greenland. 

This announcement may not be distributed in or otherwise made available, the
Offer Shares may not be offered or sold, directly or indirectly, and the
subscription rights may not be exercised or otherwise offered or sold, directly
or indirectly, in the United States, Canada, Australia or Japan or any
jurisdiction outside Denmark and Greenland, unless such distribution, offering,
sale or exercise is permitted under applicable laws in the relevant
jurisdiction, and Vestjysk Bank A/S has received satisfactory documentation to
that effect. 

The prospectus, the Offering, the subscription rights and the Offer Shares have
not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission or any other U.S. regulatory authority. The subscription
rights and the Offer Shares are not and will not be registered under the US
Securities Act of 1933 as amended ('Securities Act') or any state or securities
laws in the United States. Any transfer of subscription rights and any offer
and/or sale of the Offer Shares are not permitted except by offer and sale in
accordance with Regulation S under the Securities Act.
News Source: NASDAQ OMX



26.04.2012 Dissemination of a Corporate News, transmitted by DGAP - 
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Language:     English
Company:      Vestjysk Bank A/S
              
               
              Norway
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         NO0010331499
WKN:          
 
End of Announcement                             DGAP News-Service
 
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