NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (the “United States”) OR TO ANY U.S. PERSON (AS DEFINED IN THE EXCHANGE OFFER MEMORANDUM) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
On 13 June 2024, Samhällsbyggnadsbolaget i Norden AB (publ) (the “Offeror“) launched invitations to holders of certain outstanding securities, to offer to exchange such securities (together, the “Existing Securities” and each series of the Existing Securities being a “Series“) for (i) the relevant series of the New Securities (as defined in the Exchange Offer Memorandum) to be issued by Sveafastigheter AB (publ) (the “New Issuer“) and (ii) if applicable, a Cash Component, on the terms set out in the exchange offer memorandum dated 13 June 2024 (the “Exchange Offer Memorandum“) prepared by the Offeror and subject to the Transaction Conditions (as defined in the Exchange Offer Memorandum) and the other conditions described in the Exchange Offer Memorandum (each an “Offer” and together, the “Offers“). Each Series has, unless otherwise specified, been issued by the Offeror. The Offers were subject to the offer and distribution restrictions set out in the Exchange Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
On 28 June 2024, the Offeror announced the results of the Offers. The announcement stated that, inter alia, New Euro Securities with an aggregate principal amount of EUR 110,900,000 and New SEK Securities with an aggregate principal amount of SEK 412,500,000 will be issued, subject to the satisfaction or (except in the case of the Sveafastigheter Implementation Steps) waiver of the Transaction Conditions by the Offeror on or prior to the Settlement Date. In addition, the announcement stated that the total amount of Existing Securities subject to exchange is as follows: EUR 275,039,000 in respect of Existing EUR Securities, SEK 721,000,000 in respect of Existing SEK Securities and NOK 40,000,000 in respect of Existing NOK Securities. The Cash Component and Accrued Interest Payments amount to EUR 37,679,725.78, SEK 121,544,565.00 and NOK 171,183.00.
The Offeror today announces that the Sveafastigheter Implementation Steps have been completed. The expected Settlement Date in respect of the Offers is 5 July 2024. Full details concerning the Offers are set out in the Exchange Offer Memorandum. This announcement also constitutes such evidence and confirmation as referred to in paragraph 3(a) of Part I (Conditions Precedent to the First Issue Date) of Appendix 1 (Conditions Precedent) under the terms and conditions of each of the New Securities.
“Through this exchange, we achieve the objective of creating the best financing for Sveafastigheter. It is an important step in creating favourable conditions for a successful spread of ownership in Sveafastigheter later in 2024. The exchange offer also generates equity for the shareholders in SBB as the bonds were repurchased with a profit of approximately SEK 1.6 billion. This benefits SBB’s balance sheet, Sveafastigheter, and the investors”, says Leiv Synnes, CEO of SBB.
Dealer Managers:
Danske Bank A/S (Telephone: +45 33 64 88 51; Attention: Debt Capital Markets; E-mail: [email protected])
DNB Markets, a part of DNB Bank ASA, Sweden Branch (Attention: Syndicate; E-mail: [email protected])
Skandinaviska Enskilda Banken AB (publ) (Telephone: +44 7 818 426 149; Attention: Liability Management; E-mail: [email protected])
Exchange Agent:
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson / Alessandro Zorza; Email: [email protected]; Exchange Offer Website: https://deals.is.kroll.com/sbbnorden)
For further information, please contact:
Helena Lindahl, Treasury Director, [email protected], [email protected]
DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser.
Offer and Distribution Restrictions
The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
No offer or invitation to acquire any securities is being made pursuant to this announcement, and no action has been or will be taken in any jurisdiction by the Offeror, SBB Treasury, the New Issuer, the Dealer Managers or the Exchange Agent that would constitute or permit a public offering of the New Securities.