NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) and SEB Corporate Finance will evaluate the conditions for a directed share issue of approximately 15 million new common shares of class D to institutional investors, through an accelerated book-building procedure. The issuance is an important step in SBB’s intention to actively manage its portfolio so that the balance shifts more towards social infrastructure (elderly care homes, group housing and schools) and residential focusing on the target to achieve and maintain a BBB rating.

The directed share issue in brief

The directed share issue is intended to be conducted through an accelerated book-building procedure, based on the authorisation given by SBB’s extraordinary general meeting held 5 November 2018, and may entail an issue of approximately 15 million new common shares of class D (corresponding to a dilution of approximately 1.84 percent of the outstanding number of shares and approximately 0.55 percent of the outstanding number of votes in the Company). The Company believes that using the flexibility provided by the non-preemptive placing is the most appropriate way to diversify the shareholder base among Swedish and international investors and at the same time raise capital in a time efficient manner.

The Company intends to use the proceeds from the directed share issue to support the ambition of reaching an investment-grade rating by optimizing the capital structure and the updated financial target of a loan to value ratio below 50 percent as well as to procure additional working capital in order to, e.g., effect investments into portfolio optimization so that the balance shifts more towards social infrastructure (elderly care homes, group housing and schools) and residential focusing on the target to achieve and maintain a BBB rating.

The accelerated book-building procedure will begin today at 17:31 on 3 April 2019 and may close at any time on short notice. The book-building procedure may be cancelled at any time at the discretion of the Company. The Company will announce the outcome of the book-building procedure in a subsequent press release once completed.

The directed share issue is, among other things, subject to a resolution by the board of directors of SBB, pursuant to the authorisation granted by the extraordinary general meeting, following close of the book-building.

Advisers

SEB is appointed as Sole Financial Advisor and Bookrunner and Vinge is acting as legal counsel to the Company in connection with the capital raising.

For further information, please contact: 

Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, [email protected]se

This is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact person set out above, on 3 April 2019 at 17:31 CET.

About Samhällsbyggnadsbolaget i Norden AB (publ)

The company’s strategy is to own, manage and develop community service properties throughout the Nordic region and rental apartments in growth regions in Sweden. Through the company’s commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the company an attractive long-term partner. At the beginning of 2018, SBB was named the winner of the Real Estate Company of the Year Award for 2017. The company’s series B shares (short name SBB B), D shares (short name SBB D) and preference shares (SBB PREF) are listed on Nasdaq First North Premier. Certified Adviser is Erik Penser Bank (contact: [email protected] / +46 84638300). More information about the company is available at www.sbbnorden.se.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction. 

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, to the United States, Australia, Canada, Japan or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law.

This announcement is not and does not form a part of any offer or solicitation to acquire, subscribe, sell or in any other way trade with shares or other securities in SBB. This document has not been approved by any regulatory authority, and the information is not a prospectus in accordance with the requirements of EU Directive 2003/71 / EC (the “Prospectus Directive”). In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, including with respect to prospects for pharmaceutical treatments and studies. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.