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 TENDER OFFER MEMORANDUM) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
On 16 November 2023, Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") launched invitations to holders of certain outstanding securities set out in the table below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms and subject to the conditions set out in the tender offer memorandum dated 16 November 2023 (the "Tender Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions and the other conditions described in the Tender Offer Memorandum. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers remain subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Offeror today announces that it will accept for purchase EUR 417,247,000 in aggregate principal amount of Securities validly tendered pursuant to the Offers, subject to the satisfaction or (if applicable) waiver of the Transaction Conditions by the Offeror on or prior to the Settlement Date. The total purchase consideration for Securities validly tendered and accepted for purchase (excluding Accrued Interest Payments in respect of such Securities) is EUR 403,796,735.00.
The final results of the Offers are as follows:
| Securities | ISIN | Current Coupon | Series Acceptance Amount | Scaling Factor |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "January 2025 Hybrid Securities") | XS2010032618 | 2.624 per cent. per annum | EUR 0 | Not Applicable |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "December 2025 Hybrid Securities") | XS2272358024 | 2.625 per cent. per annum | EUR 0 | Not Applicable |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "October 2026 Hybrid Securities") | XS2010028186 | 2.875 per cent. per annum | EUR 0 | Not Applicable |
| EUR 700,000,000 Callable Social Floating Rate Notes due 8 February 2024 issued by SBB Treasury Oyj ("SBB Treasury") and guaranteed by the Offeror (the "2024 Securities") | XS2438632874 | 3-month EURIBOR + 0.55 per cent. | EUR 417,247,000 | Not Applicable |
| EUR 550,000,000 1.750 per cent. Fixed Rate Notes due 14 January 2025 (the "January 2025 Securities") | XS1993969515 | 1.750 per cent. per annum | EUR 0 | Not Applicable |
| EUR 5,000,000 4.500 per cent. Notes due 10 March 2025 (the "March 2025 Securities") | XS2597112155 | 4.500 per cent. per annum | EUR 0 | Not Applicable |
| EUR 500,000,000 1.125 per cent. Notes due 4 September 2026 (the "2026 Securities") | XS2049823680 | 2.375 per cent. per annum* | EUR 0 | Not Applicable |
| EUR 750,000,000 1.000 per cent. Notes due 12 August 2027 (the "2027 Securities") | XS2114871945 | 2.250 per cent. per annum* | EUR 0 | Not Applicable |
| EUR 700,000,000 0.750 per cent. Social Bonds due 14 December 2028 issued by SBB Treasury and guaranteed by the Offeror (the "2028 Securities") | XS2271332285 | 0.750 per cent. per annum | EUR 0 | 14 September 2028 |
| EUR 950,000,000 1.125 per cent. Social Bonds due 26 November 2029 issued by SBB Treasury and guaranteed by the Offeror (the "2029 Securities") | XS2346224806 | 1.125 per cent. per annum | EUR 0 | Not Applicable |
| EUR 50,000,000 2.750 per cent. Notes due 3 April 2040 (the "2040 Securities") | XS2151934978 | 3.000 per cent. per annum | EUR 0 | Not Applicable |
*inclusive of 125bps coupon step-up
Holders who have tendered their Securities for purchase pursuant to the Offers are advised to check with the bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold their Securities to determine whether their tendered Securities have been accepted for purchase by the Offeror.
The Securities that have been tendered but not accepted by the Offeror for purchase pursuant to the Offers shall be unblocked in the relevant Holder's account in the relevant Clearing System.
Subject to the satisfaction or (if applicable) waiver by the Offeror of the Transaction Conditions, the expected Settlement Date in respect of the Offers is 27 November 2023. Full details concerning the Offers are set out in the Tender Offer Memorandum.
The Offers have now expired and no further Securities can be tendered for purchase.
J.P. Morgan SE (Telephone: +44 207 134 4353; Attention: EMEA Liability Management Group; Email: [email protected]) is acting as Dealer Manager for the Offers.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek Kusion / Alessandro Zorza; Email: [email protected]; Tender Offer Website: https://deals.is.kroll.com/sbbnorden) is acting as Tender Agent for the Offers.
For further information, please contact:
Helena Lindahl, Treasury Director, [email protected], [email protected]
This information is such that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted by the above contact person for publication on 24 November 2023 at 08:15 CET
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region’s leading property company in social infrastructure. The Company’s strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB’s commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.
DISCLAIMER This announcement must be read in conjunction with the Tender 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 or legal adviser.