NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.
Hemfosa Fastigheter AB (“Hemfosa” or the “Company“) is offering holders of the bonds (“Bondholders“) of its outstanding SEK senior unsecured floating rate green bonds outlined below (together referred to as the “Bonds”) to tender the Bonds for purchase by the Company for cash (the “Tender Offer“) at the price set out below. The Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 2 July 2020 (“Tender Information Document“).
Description of the Bonds/ ISIN/ Issued Amount/ Outstanding Amount/ Minimum denomination amount/ Purchase Price
2019 senior unsecured floating rate green bonds/ SE0013109444/ SEK 800m/ SEK 800m/ SEK 1,25m/ 101.56%
2019 senior unsecured floating rate green bonds/ SE0012596203/ SEK 1,300m/ SEK 1,300m/ SEK 1,25m/ 101.89%
The Tender Information Document can be found in the following link: https://hemfosa.se/en/press-en/press-releases/
In connection with the Tender Offer, the Company instigates written procedures (the “Written Procedures” together with the Tender Offer the “Tender and Solicitation Process“), for which notices will be distributed today (the “Notice of Written Procedures“), pursuant to the respective terms and conditions of the Bonds (together the “Terms and Conditions“) in order to amend the Terms and Conditions to change the definition of Final Maturity Date to 20 August 2020 and to change redemption price to 100.25 per cent of the Nominal Amount for the Bonds with ISIN SE0013109444 and 100.75 per cent of the Nominal Amount for the Bonds with ISIN SE0012596203 (the “Adjustments“). The Adjustments are further described in the Tender Information Document and in each Notice of Written Procedure attached hereto.
The Tender and Solicitation Process is done as a combined procedure including the Tender Offer and the Written Procedure. The Tender Offer is made in connection with the Written Procedure, and when accepting the Tender Offer the Bondholders shall submit the combined tender application and voting instruction (the “Tender and Voting Instruction“), subject to the terms and conditions described in the Tender Information Document and in each Notice of Written Procedure. Direct registered bondholders shall submit the Tender and Voting Instruction to Nordea Bank Abp (“Nordea“). Bondholders that are not direct registered should contact their nominee or account manager to facilitate the voting on their behalf. The Tender and Voting Instruction should be submitted to Nordea before the expiration of the Tender Offer and early voting deadline (the “Tender Offer and Voting Deadline“). Please be aware that nominees or account managers facilitating votes may set deadline that falls earlier than Tender Offer and Voting Deadline communicated here.
The Tender Offer and Voting Deadline is 15:00 CET on 17 July 2020, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. Settlement of the Tender Offer is expected to occur at or around
27 July 2020, or later in the event that the quorum requirement in one, or in both, of the Written Procedures is not met and the Written Procedures are instigated again without quorum requirements.
Bondholders who wish to vote in the Written Procedure without participating in the Tender Offer shall send the voting instruction attached in Notice of Written Procedure (the “Voting Instruction“). The Voting Instruction must be submitted to Nordea using the contact details set out in the Notice of Written Procedure in ample time before 17.00 CET on 27 July 2020. Please contact the securities firm you hold your Bonds through if you do not know how your Bonds are registered or if you need authorisation or other assistance to participate.
Only Bondholders who accept the Tender Offer and vote in favour of the Adjustments in the Written Procedures (by submitting the Tender and Voting Instruction) will receive the Purchase Price stated above. Bondholders that does not participate in the Tender Offer may have their Bonds redeemed on the Final Maturity Date at the price of 100.25 per cent of the Nominal Amount (as defined in the Terms and Conditions) for the Bonds with ISIN SE0013109444 and 100.75 per cent of the Nominal Amount for the Bonds with ISIN SE0012596203.
Eligible to participate in the Tender and Solicitation Process are Bondholders directly registered in the debt register on 8 July 2020.
The Company has mandated Nordea, Skandinaviska Enskilda Banken AB (publ) (“SEB”) and Swedbank AB (publ) (“Swedbank”) as dealer managers and tender and solicitation agents in connection with the Tender and Solicitation Process (the “Dealer Managers” or “Tender and Solicitation Agents“).
Schedule 1 Tender Information Document
Schedule 2 Notice of Written Procedure, ISIN SE0013109444
Schedule 3 Notice of Written Procedure, ISIN SE0012596203
Schedule 4 Tender and Voting Instruction
Dealer Managers and Tender and Solicitation Agents:
Nordea Bank Abp: +45 616 129 96, [email protected]
Skandinaviska Enskilda Banken AB (publ): +46 (0)8-506 230 82, [email protected]
Swedbank AB (publ): +46 (0)8 700 90 22, [email protected]
For further information, please contact:
Ilija Batljan, CEO and Founder of SBB, [email protected]
Rosel Ragnarsson, Head of Finance SBB, [email protected]
This information is information that Hemfosa Fastigheter AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through Ilija Batljan on 2 July 2020, at 12:05 CET.