16LO Solar12-1 3.61%

RNS Number:4547E
Foreningssparbanken AB
Skandinaviska Enskilda Banken
31 May 2001


                    SEB Swedbank merger plan finalised
             - an important step prior to formation of the bank

The Boards of ForeningsSparbanken and Skandinaviska Enskilda Banken (SEB)
have prepared and signed a legal merger plan, which will now be submitted to
Finansinspektionen (Swedish Financial Supervisory Authority).

The signing of the merger plan is an important step in the legal process, 
which includes a decision by the shareholders, approval by the EU competition
authorities and finally approval by the Swedish Financial Supervisory Authority
or the Swedish Government. The merger plan is the underlying legal document
specifying how the merger shall be implemented.

The final implementation of the merger is conditional, among other terms, upon
the merger plan being approved by shareholders at the Extraordinary General
Meetings of ForeningsSparbanken and SEB, which are scheduled to be held at
the end of August/early September. An additional condition is that the SEB
Extraordinary General Meeting approves the Articles of Association, Board of
Directors and Auditors of the new SEB Swedbank as proposed in accordance
with the appendices to the merger plan (In regard to the composition of the
Board, etc. please refer to the press release dated May 9, 2001). As of today,
the merger plan is available at the joint merger-information website at
www.sebswedbank.aboutmerge.com and on the websites of the individual
banks: www.foreningssparbanken.se and www.seb.se.

According to the merger plan, the combining of the two banks will be
accomplished through a merger in which ForeningsSparbanken is the transferor
and SEB is the take-over company. The choice of the company to be taken over
and the acquiring company has been based on technical, practical and fiscal
considerations. The registered name of the new bank will be SEB Swedbank AB,
with ForeningsSparbanken as a subsidiary for the new bank's retail
operations in Sweden.

ForeningsSparbanken's shareholders will receive five Series A shares in SEB for
each four shares held in ForeningsSparbanken. As a result of the merger, share
capital will increase by approximately SEK 6.6 billion to SEK 13.6 billion.

Under the terms of the merger plan, the approximately eight million warrants
outstanding in ForeningsSparbanken, each of which entitles holders to subscribe
for a new share in ForeningsSparbanken, will be redeemed for a cash amount of
SEK 25 per warrant.



"We have now taken an important step on the road to the creation of a 
new banking group," says Goran Collert, Chairman of the Board of
ForeningsSparbanken. "The merger plan clarifies the basic guiding principles
upon which the operations of SEB Swedbank will be formed."

"SEB Swedbank will be a full-service bank with deep local roots and a strong
international network," says Jacob Wallenberg, Chairman of the Board of SEB.
"Through organic and acquired growth, alliances and partnerships, our ambition
is to become an important player in the European and international financial
arena."

For further information, please contact:
Staffan Salen, Head of Group Communications and Investor Relations,
ForeningsSparbanken, +46 8 585 927 79, or +46 705 31 01 11.
Gunilla Wikman, Head of Group Communications, SEB, +46 8 763 8125,
or +46 70 763 8125.

No communication concerning the merger is being distributed or will be made
directly or indirectly to, in, or into the United States, neither by use of 
the mails, nor by any other means, such as through facsimile transmission,
electronic mail, telex, telephone, internet or any facilities of a
national securities exchange. Accordingly, copies of this document and other
merger related documents are not being, and must not be, distributed in or into
the United States. This document is not an offer of securities for sale in the
United States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration. The new shares of Skandinaviska
Enskilda Banken AB (to be re-named SEB Swedbank AB with effect from the
completion of the merger) to be issued pursuant to the merger have not been, and
will not be, registered under the U.S. Securities Act of 1933, and may not be
offered or sold directly or indirectly, in the United States. The above shall
apply correspondingly to Canada, Australia and Japan.

Grafico Azioni Solar12-1 3.61% (LSE:16LO)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni Solar12-1 3.61% (LSE:16LO)
Storico
Da Giu 2023 a Giu 2024