The Board of Directors of Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) has, based on the authorization given by the annual general meeting held on 29 April 2019, decided on a rights issue of common shares of Class B of approximately SEK 1.5 billion with preferential rights for existing shareholders (the “Rights Issue”).
Background and reasons
SBB has today announced a public takeover offer for the shares in Hemfosa Fastighter AB (publ) (“Hemfosa”) (see separate press release made public by SBB). The Rights Issue is undertaken to further enhance the Company’s financial strength and to support the combined business in obtaining an improved credit rating in line with SBB’s previously communicated goal to attain a BBB+ credit rating within the next 12 months. The Rights Issue is expected to be completed before the end of the acceptance period of the offer and only existing SBB shareholders will have the right to participate in the Rights Issue, i.e. SBB shares to be paid as part of the consideration for tendered Hemfosa shares under the offer will not entail a right to participate in the Rights Issue. The acquisition of Hemfosa is not conditional upon the Rights Issue as SBB has available funds and existing credit facilities in place to finance the acquisition.
Terms of the Rights Issue
SBB’s Board of Directors has, based on the authorization given by the annual general meeting held on 29 April 2019, resolved on a Rights Issue of common shares of Class B, to an amount of approximately SEK 1.5 billion before deduction of Rights Issue costs.
As of the record date, 22 November 2019, every existing common share of Class A, Class B and Class D and preference share entitles the holder to one (1) subscription right. Thirteen (13) subscription rights entitle the holder to subscribe for one (1) new common share of Class B. In case not all shares have been subscribed for by way of subscription rights, allocation shall be made to persons that have subscribed for shares by way of subscription rights, irrespective if the subscriber was a shareholder on the record date 22 November 2019, and, in case of oversubscription, allocation shall be made pro rata to the number of subscription rights used for subscription, and, in case this is not possible, by way of a draw. Regarding shares that have not been subscribed for in accordance with the above, the allocation shall firstly be made to the other subscribers, and secondly to the Guarantors (as defined below) in accordance with the guarantee commitment described below.
The Rights Issue will increase SBB’s share capital by a maximum of SEK 6,544,306.10 from SEK 85,075,979.30 to not more than SEK 91,620,285.40 by an issue of up to 65,443,061 new common shares of Class B in SBB. After the Rights Issue, the number of shares in SBB will not be more than 916,202,854 shares.
The subscription price has been determined to SEK 23.00 per common share of Class B and represents a discount of approximately 3.6 percent compared to the closing price of SEK 23.85
for the common share of Class B on Nasdaq Stockholm on 14 November 2019, the last trading day preceding the decision on the Rights Issue. No commission will be charged.
The Rights Issue will raise SBB proceeds of approximately SEK 1,505 million before issue costs.
The record date at Euroclear Sweden AB for participation in the Rights Issue with preferential rights is 22 November 2019. This means that the share will be traded including a right to participate in the Rights Issue up to and including 20 November 2019. The subscription period will run from 26 November 2019 up to and including 9 December 2019, or such later date as decided by the Board of Directors.
Trading in subscription rights will be conducted at Nasdaq Stockholm during the period from and including 26 November 2019 up to and including 5 December 2019. Trading in paid subscribed shares (Sw. betalda tecknade aktier) (BTA) will be conducted at Nasdaq Stockholm during the period from and including 26 November 2019 up to and including 19 December 2019.
Shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect of approximately 7.1 percent of the shares and 2.3 percent of the votes in the Company. However, shareholders can gain economic compensation for this dilution by selling their subscription rights.
Subscription undertakings and guarantee commitments
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 (the “Guarantors”), 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 have entered into guarantee commitments for the entire Rights Issue in accordance with the below.
|Ilija Batljan (personally and via Ilija Batljan Invest AB)||
|Fredrik Svensson (via AB Arvid Svensson)||
|Sven-Olof Johansson (via Compactor Fastigheter AB)||
|Lennart Schuss (via Skoga Invest AS)||
Indicative timetable for the Rights Issue
|20 November 2019||Last day of trading in the shares including right to participate in the Rights Issue|
|21 November 2019||First day of trading in the shares excluding right to participate in the Rights Issue|
|22 November 2019||Record date for participation in the Rights Issue, i.e. shareholders who are registered in the share register as of this day will receive subscription rights for participation in the Rights Issue|
|25 November 2019||Estimated date for the 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|
SBB has retained J.P. Morgan Securities plc (“J.P. Morgan”) as Global Coordinator, ABG Sundal Collier AB (“ABGSC”) and Kempen & Co N.V. (“Kempen”) as Joint Bookrunners and Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”) as Co-Manager and Vinge as legal advisor in connection with the Rights Issue.
J.P. Morgan (which is authorized by the Prudential Regulation Authority (the “PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority), ABGSC, Kempen and Danske Bank 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.
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]
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 15 November 2019 at 07:00 a.m. (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.
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 estimates to publish on or around 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.