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The Board of Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) has, based on the authorization given by the extraordinary general meeting on 5 November 2018 and in accordance with what the Company indicated in a press release on 3 April 2019, decided on a directed new issue of 19,422,377 shares of class D (“D-shares”) at a price of SEK 31.00 per share. Due to very strong demand the Company decided to upsize the offering. This means that the Company will receive gross proceeds of approximately SEK 600m before issue costs. The subscription price has been established in advance and corresponds to the subscription price in previous completed directed D-share issues. The subscription price represents a marginal discount of approximately 0.3 percent compared to the closing price of SEK 31.10 for the D-share on Nasdaq First North Premier on 3 April 2019, the last trading day before the directed share issue.
A group of Swedish and international investors, both institutional investors and the private banking segment including foundations, have subscribed for D-shares in the directed share issue. Out of the total demand of 19,422,377 D-shares, 13,042,574 D-shares have been allocated through the accelerated book-building procedure led by SEB Corporate Finance. In addition, the Company has, in connection to the book-building procedure, identified additional investors for the allocation of 6,379,803 D-shares with the purpose of financing additional investments in portfolio optimization.
The Company believes that using the flexibility provided by the non-pre-emptive 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 directed share issue will result in an increase of the number of shares in SBB of 19,422,377 and an increase in the share capital by SEK 1,942,237.70. Taking into consideration resolved share issues not yet registered, this entails an increase in the number of shares from 811,108,737 to 830,531,114 and an increase in the share capital from SEK 81,110,873.70 to SEK 83,053,111.40, corresponding to a dilution of approximately 2.34 percent of the outstanding number of shares and approximately 0.71 percent of the outstanding number of votes in the Company.
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]
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 4 April 2019 at 08:00 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 Samhällsbyggnadsbolaget. 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.