The equity certificate capital
In 2015, SpareBank 1 Østlandet became an equity certificate bank. This page explains the conversion of parts of the bank’s primary capital to equity certificate capital as well as the listing of the equity certificates.
Converting the primary capital
The equity capital of SpareBank 1 Østlandet has been built up primarily through accumulated earnings over more than 170 years of banking. Until 27 November 2015, this equity capital consisted of the primary capital (including relevant funds). The governance principles for the primary capital were stated in the bank’s Articles of Association and in the Savings Banks Act. The Supervisory Board, which is the bank’s highest decision-making body, consisted of members that had been chosen by customers, employees and the public sector. The bank’s equity capital was ownerless in the sense that no one had a direct claim on it.
On 27 November 2015, 60 per cent of the bank’s primary capital was converted to equity certificate capital. This part of the equity capital consists of equity certificates. The equity certificate capital was increased following the acquisition of Bank 1 Oslo Akershus AS (Bank 1). As a consequence, the equity certificate capital as a share of total equity increased (the equity capital certificate ratio). The equity certificate capital was further increased in the initial public offering (IPO), through an offering of new equity certificates to employees. An updated overview of the equity capital certificate ratio is available in the bank’s interim financial statements. The ratio is expected to remain constant going forward due to the customer dividend programme.
The listing of the bank’s equity certificate capital
The bank’s registered equity certificate capital NOK 5 791 489 450 is split between 115 829 789 equity certificates, each with a nominal value of NOK 50. The equity certificates were listed on Oslo Børs on 13 June 2017, with the ticker SPOL (see here for relevant documents in connection with the IPO).
At the same time as the bank’s conversion to an equity certificate bank, Sparebanken Hedmark Sparebankstiftelse (the foundation) was also established. All of the certificates were transferred to the foundation.
Following the acquisition of Bank 1, the Norwegian Confederation of Trade Unions (LO) and other SpareBank 1-banks became owners of equity certificates in what was then called Sparebanken Hedmark through a private placement. As a result, the foundation owned 75.08 per cent of the equity certificates before the IPO while LO and the SpareBank 1-banks owned 14.95 and 9.96 per cent, respectively. In connection with the IPO and listing of the equity certificates, several of the SpareBank 1-banks sold all or parts of their holdings of equity certificates. Moreover, the foundation sold part of its holdings. Consequently, the bank gained new owners of equity certificates. The equity certificates are freely tradable on Oslo Børs. An overview of the largest owners of the equity certificates is updated frequently on the bank’s webpages.
The equity certificate owners are represented in the bank’s supervisory board with 12 out of 40 members.