Registration Document
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Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document Registration Document 16.05 2012 Prepared according to Commission Regulation (EC) No 809/2004 - Annex XI Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document Important notice The Registration Document is based on sources such as annual reports and publicly available information. This Registration Document has been prepared in cooperation with the Arranger. This is subject to the general business terms of the Arranger. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arranger may prevent employees of the Arranger who are preparing this presentation from utilizing or being aware of information available to the Arranger and/or affiliated companies and which may be relevant to the recipients' decisions. The Arranger and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Finanstilsynet (The Financial Supervisory, Authority of Norway) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. Page 2 of 20 Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document Table of Contents: 1. Risk factors ................................................................................................................... 4 2. Persons responsible ........................................................................................................ 5 3. Definitions ..................................................................................................................... 6 4. Statutory auditors .......................................................................................................... 7 5. Information about the issuer ............................................................................................8 6. Business overview and organizational structure................................................................... 8 7. Market outlook ............................................................................................................. 13 8. Administrative, management and supervisory bodies ......................................................... 14 9. Equity share capital and ownership structure .................................................................... 17 10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 18 11. Documents on display ................................................................................................. 19 12. Cross reference list: .................................................................................................... 20 Page 3 of 20 Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document 1. Risk factors Credit risk Credit risk is the Bank’s danger of losing money as a result of customers or counterparties being unable or unwilling to repay their debts to the Bank. The vast majority of the Bank’s credit risk relates to loans, but credit risk also arises from the obligations of customers under leasing contracts, interest-bearing securities, currency services, guarantees and credit facilities. Concentration risk Concentration risk is the risk of losses that arises from lending a high proportion of capital to individual enterprises or limited geographic regions or industries. Market risk Market risk is the danger of losses related to unfavourable fluctuations in market prices, in the Bank case related to positions and activities in the interest rate, currency and stock markets. Liquidity risk Liquidity risk is the risk that the Bank will be unable to fulfil its obligations and/ or finance an increase in assets without significant additional cost, either because it has to realise losses on the sale of assets or because it has to make use of unusually expensive financing. The Bank distinguish between two types of liquidity risk: 1. The Bank’s credit rating is downgraded as a result of high losses, but it still able to obtain financing through financial markets. 2. The Bank is unable to obtain financing due to high losses Operational risk By operational risk the Bank mean the risk of losses due to human error, external actions or failures and defects with the Bank’s systems, procedures and processes. Compliance risk Compliance risk is the risk that the Bank will incur government sanctions, financial losses or loss or reputation as a result of failure to comply with laws, regulations and standards. Business risk/reputation risk The risk of unexpected fluctuations in income for other reasons than credit risk, market risk and operational risk is known as business risk. This can arise in various business or product segments, and may be related to changes in the economic climate and/ or changes in customer behaviour, for example due to changes in reputation and strategic misjudgements. For more information regarding The Banks risk factors see Annual Report 2011 - note 32-35 Page 4 of 20 Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document 2. Persons responsible Sparebanken Sogn og Fjordane having taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. 16.05.2012 Sparebanken Sogn og Fjordane Page 5 of 20 Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document 3. Definitions The Bank / Parent Company / The Issuer - Sparebanken Sogn og Fjordane The Group - Sparebanken Sogn og Fjordane and its subsidiaries NOK - Norwegian Kroner Page 6 of 20 Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document 4. Statutory auditors The Banks auditor for the period covered by the historical financial information in this Registration Document has been Deloitte AS, Strandavegen 15, 6900 Florø, Norway Deloitte AS is member of The Norwegian Institute of Public Accountants. Page 7 of 20 Sparebanken Sogn og Fjordane – 16.05 2012 Registration Document 5. Information about the issuer Sparebanken Sogn og Fjordane is a Norwegian savings bank established 1 April 1988 and regulated by the Savings Bank Act (1961-05-24) and the Financial Institution Act (1988-06-10- nr 40). The Company No is 946 670 081 and its registered business address is Langebruvegen 12, 6800 Førde, Norway, and postal address is P.O Box 113, 6801 Førde, Norway. Phone: +47 57 82 97 00. Website: www.ssf.no. Sparebanken Sogn og Fjordane is a bank in the county of Sogn og Fjordane, with total assets of NOK 35.2 billion and 279 full-time equivalent employees. The Bank has 22 branches and 17 “bank- in-shop” outlets in the county, and is present in 21 of the county’s 26 municipalities. It also has a branch in Bergen. 1 September 2010 the Bank merged with Fjaler Sparebank, and founded Sparebankstiftinga Sogn og Fjordane. Together with Sparebankstiftinga Fjaler they became the owner of Sparebanken Sogn og Fjordane. Retail banking market The Bank is a dominant player in the retail banking market in the county of Sogn og Fjordane. They have NOK 20.1 billion in outstanding loans to people in Sogn og Fjordane and the rest of Norway. This comprises 66% of their total lending. Deposits from retail customers total NOK 10.4 billion, representing 58% of total deposits. The Bank aims to have regional financial services centres offering financing, investment, estate agency and insurance products. They are the main agent for the sale and distribution of Gjensidige’s insurance products to retail customers in Sogn og Fjordane. They also operate 34 cash machines, and 52,000 of their customers have signed up for online banking. Corporate banking market The Bank has NOK 10.4 billion of outstanding loans to businesses, primarily in the county of Sogn og Fjordane. This comprises 34% of the Bank’s total lending. Corporate deposits total NOK 5.6 billion. Public sector Many of the municipalities in the county use Sparebanken Sogn