NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES 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.
Samhällsbyggnadsbolaget i Norden AB (publ), Reg. No. 556981-7660 (“SBB” or the “Issuer”) today announces the final results of its invitation dated 24 September 2018 to the holders of its outstanding notes outlined below (together, the “Notes”) to tender their Notes for purchase by the Issuer for cash (the “Tender Offer”).
The Tender Offer was made on the terms and subject to the conditions set out in a tender information document dated 24 September 2018 (the “Tender Information Document”), available on the website of the Issuer (sbbnorden.se/investor-relations/rapporter/).
At the expiration of the Tender Offer at 12:00 CET on 26 September 2018, valid tender instructions of SEK 1,205,000,000 in an aggregate nominal amount of Notes were received pursuant to the Tender Offer. Details of tendered amount per ISIN are set out below. In accordance with the rights of the Issuer to amend or waive any condition of the Tender Offer at any time as set forth in the Tender Information Document, the Issuer hereby announces that it will not apply the SEK 1,000,000,000 Transaction Cap (as defined in the Tender Information Document) and, accordingly, that all valid tender instructions received pursuant to the Tender Offer will be accepted for purchase by the Issuer.
The Issuer furthermore announces that the New Financing Conditions (as defined in the Tender Information Document) have been met and that a total nominal amount of new senior unsecured notes of SEK 1,000,000,000 with a maturity of four (4) years have been successfully issued (the “New Notes”). The interest rate of the New Notes is 3 months STIBOR plus a margin of 3.60%.
The purchase price payable per Note is as set out below, in addition to which the Issuer will pay an amount equal to any accrued and unpaid interest on the relevant Notes (in accordance with the applicable terms and conditions of the Notes):
Description of the Notes / ISIN / Offered Tendered Amount / Accepted Tender Amount / Outstanding Amount / Purchase Price
2018/2019 senior unsecured fixed rate notes / SE0010869123 / SEK 0m / SEK 0m / SEK 300m / 100.50%
2017/2020 senior unsecured floating rate notes / SE0009805468 / SEK 846m / SEK 846m / SEK 1,500m / 106.50%
2018/2021 senior unsecured floating rate notes / SE0010414581 / SEK 317m / SEK 317m / SEK 750m / 102.60%
2018/2021 senior unsecured floating rate notes / SE0010985713 / SEK 42m / SEK 42m / SEK 250m / 102.00%
Settlement of the Tender Offer will occur on 28 September 2018.
Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via Nordea Bank AB (publ) (the “Sole Bookrunner” and the “Dealer Manager”). All tendering Noteholders should coordinate the trade bookings with their local sales representative immediately.
Information about the Tender Offer may be obtained from the Dealer Manager.
Sole Bookrunner and Dealer Manager
Nordea Bank AB (publ)
Email: [email protected]
Samhällsbyggnadsbolaget i Norden AB (publ)
Ilija Batljan, CEO and [email protected]
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, [email protected]
This information is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish securities markets act ((2007:528)). The information was submitted for publication, through the agency of the contact person set out above on September 26, 2018, at 16.59 CET.
This announcement must be read in conjunction with the Tender Information Document. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement.
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, the “Securities Act”) or in any jurisdiction where it is unlawful to release, publish or distribute this document. The Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this document in certain jurisdictions (in particular, the United States and the United Kingdom) may be restricted by law. Persons into whose possession this document comes are required by each of the Issuer and the Dealer Managers to inform themselves about and to observe any such restrictions.