THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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 OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
11 April 2022.
Samhällsbyggnadsbolaget i Norden AB (publ) (the Company) announces today the indicative results of its invitation to holders of its €550,000,000 1.750 per cent. Notes due 2025 (ISIN: XS1993969515) (the Notes), to tender their Notes for purchase by the Company for cash (the Offer). The Offer was made on the terms and subject to the conditions set out in the tender offer memorandum dated 4 April 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.
Participation as at the Expiration Deadline
The Expiration Deadline for the Offer was 5.00 p.m. (Central European Summer Time) on 8 April 2022. As at the Expiration Deadline, the Company had received valid tenders (including both Non-Competitive Tender Instructions and Competitive Tender Instructions) for purchase pursuant to the Offer of €116,723,000 in aggregate nominal amount of the Notes.
The aggregate nominal amount of Tender Instructions received at each bid spread was as follows:
Bid Spread Total Bids Aggregate
195 € 14,751,000 € 14,751,000
190 € 4,300,000 € 19,051,000
180 € 1,200,000 € 20,251,000
177 € 400,000 € 20,651,000
175 € 5,000,000 € 25,651,000
160 € 4,100,000 € 29,751,000
150 € 2,495,000 € 32,246,000
125 € 10,975,000 € 43,221,000
115 € 7,800,000 € 51,021,000
110 € 54,302,000 € 105,323,000
95 € 4,400,000 € 109,723,000
40 € 7,000,000 € 116,723,000
In the event that the Company decides to accept valid tenders of Notes pursuant to the Offer, it expects to set the Acceptance Amount at approximately €25,651,000 and the Purchase Spread at 175 bps. Accordingly, the Company expects to accept for purchase all Notes validly tendered pursuant to the Offer at spreads equal to or higher than the Purchase Spread in full, with no pro rata scaling.
Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Acceptance Amount and the Purchase Spread in the event that the Company decides to accept valid tenders of Notes pursuant to the Offer.
CEO and Founder Ilija Batljan commented: “Our investors are delivering the clear message that they like SBB as a credit and the large majority of investors don’t want to sell the SBB bonds at those levels.”
Pricing and Settlement
Pricing for the Offer will take place at or around 2.00 p.m. (Central European Summer Time) today, 11 April 2022 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Spread, the Purchase Yield, the Purchase Price and details of any pro rata scaling that will apply, if applicable.
The expected Settlement Date for the Offer is 12 April 2022.
Nordea Bank Abp (Telephone: +45 6161 2996; Attention: Liability Management; Email: [email protected]) is acting as Dealer Manager for the Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Illia Vyshenskyi; Email: [email protected]; website: https://deals.is.kroll.com/sbbnorden) is acting as Tender Agent for the Offer.
This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Ilija Batljan, CEO and Founder of the Company.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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 11-04-2022 08:57 CET.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, [email protected]