Samhällsbyggnadsbolaget i Norden AB (publ) (the “Company”) hereby announces the results of its offer to tender its and its subsidiary SBB Treasury Oyj’s outstanding non-green securities as set out in the table below (the “Securities“) (the “Offers”). The Offers were made on the terms and subject to the conditions set out in the tender offer memorandum dated 9 November 2022 (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 Expiration Deadline for the Offer was 5.00 p.m. (CET) on 16 November 2022. The Company hereby announces that it will accept for purchase EUR 631,017,100 in aggregate principal amount of Securities validly tendered pursuant to the Offers (with respect to relevant amounts converted into euro at the Expiration Deadline). The total purchase consideration for Securities validly tendered and accepted for purchase (excluding Accrued Interest Payments in respect of such Securities) is EUR 500,948,304.80, of which, the total purchase consideration in respect of (i) the relevant Hybrid Securities validly tendered and accepted for purchase pursuant to the relevant Offers is EUR 62,634,769.00 and (ii) the relevant Senior Securities validly tendered and accepted for purchase pursuant to the relevant Offers is EUR 438,313,535.80 (with respect to relevant amounts converted into euro at the Expiration Deadline).
The Company has not accepted for purchase, pursuant to the relevant Offers, any SEK February 2023 Series 9 Securities or any SEK April 2025 Series 29 Securities (each as defined below).
The final results of the Offers are as follows:
Hybrid Securities
|
Securities |
ISIN |
Current Coupon |
Series Acceptance Amount |
Scaling Factor |
|
EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities |
XS2010032618
|
2.624 per cent. per annum |
EUR 46,120,000 |
Not Applicable |
|
EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities |
XS2272358024 |
2.625 per cent. per annum |
EUR 43,104,000 |
Not Applicable |
|
EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities |
XS2010028186 |
2.875 per cent. per annum |
EUR 60,694,000 |
Not Applicable |
Senior Securities
|
Securities |
ISIN |
Current Coupon |
Series Acceptance Amount |
Scaling Factor |
|
SEK 1,000,000,000 Floating Rate Bonds due February 2023 (the “SEK February 2023 Series 9 Securities“) |
XS2066041661 |
3-month STIBOR + 1.01 per cent. |
– |
Not Applicable |
|
NOK 400,000,000 Floating Rate Bonds due February 2023 |
XS2124186508 |
3-month NIBOR + 0.72 per cent. |
NOK 130,000,000 |
Not Applicable |
|
SEK 975,000,000 1.072 per cent. Fixed Rate Notes due 11 May 2023 |
XS2078737306 |
1.072 per cent. per annum |
SEK 100,000,000 |
Not Applicable |
|
SEK 200,000,000 Floating Rate Notes due May 2023 |
XS2000538699 |
3-month STIBOR + 1.40 per cent. |
SEK 50,000,000 |
Not Applicable |
|
NOK 200,000,000 Floating Rate Notes due July 2023 |
XS2203994517 |
3-month NIBOR + 1.50 per cent. |
NOK 180,000,000 |
Not Applicable |
|
SEK 1,000,000,000 Senior Unsecured Floating Rate Social Bonds due July 2023 |
XS2290558282 |
3-month STIBOR + 0.80 per cent. |
SEK 32,000,000 |
Not Applicable |
|
SEK 800,000,000 Floating Rate Green Bonds due September 2023 |
XS2050862262 |
3-month STIBOR + 1.15 per cent. |
SEK 211,000,000 |
Not Applicable |
|
EUR 700,000,000 callable Social Floating Rate Notes due 8 February 2024 issued by SBB Treasury Oyj and guaranteed by the Offeror |
XS2438632874 |
3-month EURIBOR + 0.55 per cent. |
EUR 141,167,000 |
Not Applicable |
|
NOK 1,000,000,000 3.12 per cent. Fixed Rate Notes due 2024 |
XS2085870728 |
3.12 per cent. per annum |
NOK 526,000,000 |
Not Applicable |
|
EUR 550,000,000 1.750 per cent. Fixed Rate Notes due 14 January 2025 |
XS1993969515 |
1.750 per cent. per annum |
EUR 113,058,000 |
Not Applicable |
|
SEK 1,100,000,000 Floating Rate Notes due January 2025 |
XS1997252975 |
3-month STIBOR + 1.90 per cent. |
SEK 249,000,000 |
Not Applicable |
|
SEK 260,000,000 Senior Unsecured Floating Rate Social Notes due April 2025 (the “April 2025 Series 29 Securities“) |
XS2461738770 |
3-month STIBOR + 1.60 per cent. |
– |
Not Applicable |
|
NOK 800,000,000 Floating Rate Bonds due June 2025 |
XS2194790429 |
3-month NIBOR + 1.99 per cent. |
NOK 559,000,000 |
Not Applicable |
|
NOK 700,000,000 Floating Rate Bonds due August 2025 |
XS2223676201 |
3-month NIBOR + 1.65 per cent. |
NOK 300,000,000 |
Not Applicable |
|
SEK 200,000,000 Senior Unsecured Floating Rate Social Bonds due December 2025 |
XS2275409824 |
3-month STIBOR + 1.17 per cent. |
SEK 55,000,000 |
Not Applicable |
“The result of the tender offer shows that the bond prices at which investors are prepared to sell bonds are far above the prices shown on screen. SBB has succeeded in repurchasing bonds for approximately EUR 500m. The result from the tender offer means a positive effect on equity attributable to SBB’s A and B shareholders of approximately SEK 1.4 billion or approximately SEK 1 per share,” says Ilija Batljan, CEO and Founder the Company.
The expected Settlement Date in respect of the Offers is 23 November 2022. 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.
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: [email protected]) and J.P. Morgan SE (Telephone: +44 20 7134 2468; Attention: EMEA Liability Management Group; Email: [email protected]) are acting as Dealer Managers for the Offers and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet / Arlind Bytyqi; Email: [email protected]; Tender Offer Website: https://deals.is.kroll.com/sbbnorden) is acting as Tender Agent for the Offers.
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.
This disclosure contains information that Samhällsbyggnadsbolaget i Norden AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 17-11-2022 11:37 CET.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, [email protected]