Investor relations
Lea bank ASA's merger with Lea finans AB
FAQ
Background for the merger
Lea bank ASA submitted a Swedish banking license application to Finansinspektionen (the Swedish FSA) in January 2024 through a newly established subsidiary Lea finans AB (to be renamed Lea Bank AB). The banking license was granted in June 2024. Lea bank ASA will be merged into Lea finans AB in order to activate the Swedish banking license. The rationale for the merger and redomiciliation to Sweden includes the following factors:
- Market - The Swedish market is expected to become the most important for the bank going forward, driven by strategic partnerships, market size, and strategic opportunities
- Change of listing venue to Nasdaq First North Premier Growth Market Stockholm - Greater investor interest in niche banks, broader analyst coverage, potentially improved liquidity, and more exit opportunities for shareholders
- Better access to risk capital and lower cost of capital
- Sweden is an EU member - Harmonized regulatory requirements, as the majority of the Company's lending is outside Norway and in EU countries The Company thus considers that the merger will enhance its development potential and attractiveness, as well as provide better access to the capital market and opportunities for increased profitability.
Transaction structure
Lea finans AB will be the surviving entity in the merger as it holds the Swedish banking license. All assets and liabilities will therefore be transferred from Lea bank ASA to Lea finans AB, and Lea bank ASA will cease to exist as a legal entity. The exchange ratio in the merger will be 1:1, meaning all existing shareholders in Lea bank ASA will maintain their pro rata ownership. No new capital will be raised in the transaction or listing on Nasdaq. Operations in Norway will be conducted through the branch Lea Bank AB (publ), NUF (under establishment).
Key necessary approvals to complete the merger
- Approval of the merger in Lea bank ASA’s General Meeting
- Approval of the merger by Finansinspektionen and Finanstilsynet
- The merged company being approved for listing on Nasdaq Stockholm
Tentative timeline for completion of the merger
The company has a tentative target of completing the merger and re-listing in early January 2025. However, the timeline of the merger is dependent on necessary approvals from regulatory authorities and Nasdaq.
New listing on Nasdaq Stockholm
Lea Bank AB is planned to be listed on Nasdaq First North Premier Growth Market Stockholm. This is a marketplace with greater interest in digital niche banks, more analyst coverage of the sector, potentially improved liquidity and more exit opportunities for shareholders.
Implications for shareholders
Shareholders will receive new Swedish shares in Lea Bank AB and maintain existing pro rata ownership. All shareholders must submit necessary account information to Lea bank in order to receive the new Swedish shares. Lea bank will distribute relevant forms in due course and facilitate the transfer of the shares.
Important note on share transfer
The shareholder must ensure that the receiving account can hold Swedish shares. Please contact your bank or broker for more information and support. Shareholders unable to provide necessary information will be issued Norwegian depository receipts (NDRs). Any costs that may arise from the exchange of NDRs for Swedish shares after the merger date must be covered by each individual shareholder.
Tax
The merger may have tax implications for the company, its shareholders, and employees. The Company encourages shareholders to independently assess the tax implications based on their individual situation. These will vary based on the form of ownership of the shares, the shareholder's tax residency, and other factors.
Disclaimer
The assessments and statements in this FAQ are the company's own opinions and provide no guarantees regarding future developments. The company assumes no responsibility for any potential non-fulfillment. Shareholders/investors must independently evaluate the content and are fully responsible for their own assessments.