Hoppa yfir valmynd
Ministry of Finance and Economic Affairs

Expression of interest regarding potential advisory role

Icelandic State Financial Investments (ISFI) on behalf of the Icelandic state manages 98.2 % holding in Landsbankinn hf. (Landsbankinn), 13.0 % holding in Arion Banki hf., 5.0 % holding in Íslandsbanki hf. and 49.5 % holding in Sparisjóður Austurlands hf. in accordance with Act no. 88/2009.

Provisions in Act no. 155/2012 on the sale process of the state's holdings in financial undertakings and the general budget for 2016 authorize the commencement of a sale process for up to a 28.2 % holding in Landsbankinn. Before any sale process can commence, ISFI must first propose a sale to the Minister of Finance and Economic Affairs (the Minister) who then submits a supporting memorandum to Althingi. After receiving comments from the Budget Committee and the Economic Affairs and Trade Committee of Althingi as well as the Central Bank of Iceland the Minister can decide to initiate a sale process.

ISFI is considering the appointment of one or more equity capital market advisors for the proposed sale process of the holding in Landsbankinn and as the case may be in other commercial banks. The role of advisors can be divided into two lots:

1. Leading co-ordinator and bookrunner: To coordinate and structure all aspects of, and participate in, the sale and distribution of shares or equity linked-instruments in a bookrunning capacity and to provide advice on specific equity capital market topics, if deemed necessary by ISFI.

2. Co-manager: To participate and assist in the sale and distribution of shares or equity-linked instruments in a specialized bookrunning or non-bookrunning role.

Criteria for selection of advisors are as follows:

· Experience since January 1 st 2009 in sale or offering of shares in financial undertakings in Europe including type, size and role in each transaction.

· Experience since January 1 st 2009 in monetization of investments that might be relevant in the direct and indirect sale of holding in Landsbankinn, such as an initial public offering, placement to institutional investors, sale to other financial institutions, distributions to shareholders, issuance of financial instruments by the Treasury and restructuring or sale of assets.

· Global depth and breadth of trading, sales, distribution and research capabilities, especially in relation to shares in Nordic and other European banks.

· Ability to provide secondary market support in trading of Landsbankinn shares and research coverage in the future.

· Experience since January 1 st 2009 in advising European governments in sale of equity investments in commercial enterprises, including type, size and role in each transaction.

· Expertise in Icelandic companies which have issued financial instruments in international markets.

· Corporate social responsibility and management of potential conflict of interests.

· Satisfactory terms.

ISFI hereby requests an expression of interest from relevant parties in serving as equity capital market advisors in relation to a potential sale of up to a 28.2 % holding in Landsbankinn hf. and as the case may be other holdings in commercial banks.

At this point in time ISFI intends to appoint one or more leading co-ordinator and bookrunner. Later on in the proposed sale process, ISFI may furthermore consider the appointment of one or more co-managers. However, ISFI reserves the right to not procure any equity capital market advisory services at all despite expression of interest.

The following shall be included in the expression of interest:

1. Contact details such as name, address, phone number, e-mail along with specific contact person.

2. Information on requisite capabilities and experiences as set forth in criteria for selection above.

3. Brief CV of key personnel that will lead the project.

4. Confirmation of applicable operating licenses.

5. Advisor's consent regarding publication of advisor's expression of interest.

6. Other information that the potential advisor considers important to demonstrate.

Expression of interest shall not exceed six A4 pages and will be published on the Rikiskaup (Central Public Procurement) website.

Expression of interest shall be delivered to Rikiskaup before 16:00 GMT on January 28 th of 2016. Submission/enquiries shall be via [email protected] marked: 20234 Equity capital markets advisors for ISFI.

When the period for submissions has expired ISFI will review expressions of interest and select a group of advisors that will be given the opportunity to submit a more detailed proposal of sale as possible leading co-ordinator and bookrunner before ISFI. Parties who will not enjoy an opportunity to submit such a proposal, will still be considered eligible for possible appointment as co-managers later on, as described here above.

Possible appointment falls within the scope of the exception provisions of Act no. 84/2007 on public procurement and therefore there is no legal obligation of open tender. Exceptions under directive 2014/24/EU of the European Parliament and of the Council on public procurement also apply. Procedure of appointment is a continuous process from expression of interest to possible conclusion of a private agreement, in accordance with the authorization of ISFI according to paragraph 1 of Article 4 of Act. no. 155/2012.

Rikiskaup will oversee communication and project administration of this proposed appointment process, including receipt of any expression of interest and inquiries. All interested parties shall direct their communication to Rikiskaup.

Contact details:

[email protected]

marked: 20234 Equity capital markets advisors for ISFI.

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