Not for distribution, directly or indirectly, in or into any jurisdiction in which the distribution of this press release would be unlawful or would require registration or other measures besides those required by Swedish law. Additional restrictions apply, please see the important notice at the end of the press release.
On 15 November 2019, Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) announced a fully guaranteed rights issue of common shares of Class B of approximately SEK 1.5 billion with preferential right for existing shareholders (the “Rights Issue”). The Prospectus regarding the Rights Issue (the “Prospectus”) has now been approved and registered by the Swedish Financial Supervisory Authority and was made public today. The Prospectus is available on SBB’s webpage concerning the transaction (www.sbbnordeninfo.se) and Danske Bank’s webpage (www.danskebank.se/prospekt).
The record date for the Rights Issue was on 22 November 2019, i.e. shareholders who were directly registered in the share register kept by Euroclear Sweden AB as of this day will receive subscription rights for participation in the Rights Issue. Further, pre-printed issue statements with an enclosed bank transfer note will be sent to shareholders in SBB who were directly registered on the record date on 22 November 2019.
The timetable for the Rights Issue is as follows:
| 25 November 2019 | Publication of the prospectus |
| 26 November – 5 December 2019 | Trading in subscription rights |
| 26 November – 9 December 2019 | Subscription period |
| 26 November – 19 December 2019 | Trading in paid subscribed shares (BTA) |
| On or around 11 December 2019 | Press release of preliminary result of the Rights Issue |
| On or around 12 December 2019 | Press release of final result of the Rights Issue |
| On or around 30 December 2019 | First day of trading in the new Class B common shares |
Subscription undertakings and guarantee commitments
As previously announced on 15 November 2019, Ilija Batljan (personally and via Ilija Batljan Invest AB), Fredrik Svensson (via AB Arvid Svensson), Sven-Olof Johansson (via Compactor Fastigheter AB), Lars Thagesson, Lennart Schuss (via Skoga Invest AS) and Oscar Lekander, all members of SBB’s board of directors and/or management, have committed to subscribe for new shares in the Rights Issue for all subscription rights they will receive, and entered into guarantee commitments for the entire Rights Issue. No compensation is paid for the subscription undertakings or the guarantee commitments.
Advisers
SBB has engaged Goldman Sachs International and J.P. Morgan as Joint Global Coordinators. ABGSC, Citigroup Global Markets Limited, Deutsche Bank and Kempen have been engaged to act as Joint Bookrunners and Danske Bank and Nordea have been engaged to act as Co-Managers. Vinge and Clifford Chance are acting as legal advisors to SBB and Shearman & Sterling and Hammarskiöld are acting as legal advisors to the Joint Global Coordinators, the Joint Bookrunners and the Co-Managers in connection with the Rights Issue.
Goldman Sachs International, J.P. Morgan, ABGSC, Citigroup Global Markets Limited, Deutsche Bank, Kempen, Danske Bank and Nordea are acting exclusively for SBB in connection with the Rights Issue
and no one else, and will not be responsible to any person other than SBB for providing the protections afforded to SBB or for providing advice in relation to the Rights Issue, in relation to the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Goldman Sachs International, J.P. Morgan and Citigroup Global Markets Limited are authorised by the Prudential Regulation Authority (the “PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the “FCA”). Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank), and Deutsche Bank AG, London Branch is further authorised by the PRA and is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is subject to limited regulation by the FCA and the PRA.
Additional information
Information about the Rights Issue is made available at: http://www.sbbnordeninfo.se/
For additional information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, [email protected]
The information was sent for publication, through the agency of the contact person set out above, on November 25, 2019, at 19:15 (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) and D shares (short name SBB D) are listed on Nasdaq Stockholm, Large Cap. The company’s preference shares (SBB PREF) are listed on Nasdaq First North Premier Growth Market. 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 information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in SBB. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in SBB will only be made through the prospectus that SBB published on 25 November 2019.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.
The information in this press release is not an offer for sale of securities in the United States. No shares or other securities in SBB have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with applicable state securities laws in the relevant state or any other jurisdiction of the United States.