Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) hereby responds to the report on SBB published by Viceroy Research (“Viceroy”), which is related to short-seller Fraser Perring, which was released on 21 February 2022 (the “Report”).
Upon thorough review of the Report, SBB makes the following remarks to its stakeholders.
False and misleading descriptions and analyses
- Viceroy has stated to media representatives that it has spent 2,400 hours to produce the Report but has not reached out to SBB to verify any information. The Report contains numerous and material errors, misleading assumptions and makes unsubstantiated claims;
- Viceroy has ignored or does not understand the reporting regulations that SBB is obliged to observe locally and internationally (in particular, IFRS);
- Viceroy’s analysis of publicly available information ignores basic accounting principles and also includes false statements with regards to, for example, SBB’s cash flow and cash conversion. Viceroy states that SBB’s operating cash flow for first half of 2021 was negative SEK 2.178 billion; the actual number on the contrary was a positive cash flow of SEK 3.418 billion;
- Viceroy suggests that SBB has “hacked” its LTV by issuing hybrid bonds to repay some secured debt and bond loans. Given its subordinated nature, it is neither surprising nor controversial to treat hybrid debt as 100% equity (this has been clearly disclosed in SBB’s reports). In addition, it is notable to point out that hybrid bonds are not unusual in the real estate market. Finally, it should also be noted that rating agencies do take hybrid debt into account in their assessment of debt ratios. Hybrid debt is subordinated to senior bonds;
- Viceroy has made multiple claims based on incorrect translations of Swedish documents. As an example, Viceroy claims that transactions have been cancelled whereas the correct translation is that the transactions have been closed (which have been confirmed by both Alecta and Kuststaden);
- Viceroy has ignored the fact that SBB is using well-established and internationally recognized independent valuers and that SBB has never valued a property by itself for a quarterly or annual report (which can be confirmed by the valuers). In this context, it should be noted that SBB over the last three years has sold properties for SEK 40 billion at book value or at a premium to book values;
- Viceroy has ignored important characteristics of the Nordic real estate sector and in particular the different focuses for different real estate companies, hence making faulty conclusions about competitors and misleading assumptions about the independence of SBB’s well-known and highly reputable board members. Furthermore, and in line with a sanctioned market practice in Sweden, SBB follows the Swedish Code of Corporate Governance and its definition of board members’ independence towards the Company and major shareholders. As publicly reported in SBB’s annual report, all board members except for Ilija Batljan are independent in relation to the Company, and all board members except for Ilija Batljan and Fredrik Svensson are independent in relation to major shareholders;
- Viceroy’s comments regarding Ilija Batljan ignore all of SBB’s public disclosure from 2020 regarding the investigation of insider dealing in Hemfosa which was dropped by authorities, as well as publicly known information based on a KPMG report stating that Ilija Batljan did not violate any internal rules during his time at Rikshem. Viceroy makes false claims that the investigation regarding insider dealing was ongoing for two years, whereas it was finished one month after it was announced by Swedish authorities, dropping all allegations. It is important noting that all allegations were dropped within a couple of weeks, as it shows the suspicion was clearly unjustified.
Dubious methods and intentions – SBB has notified the Swedish authorities
- While Viceroy states that the Report has been prepared for “educational purposes only”, and that the Report and any statements made within it are “not statements of fact”, it is clear that the issuance of the Report by Viceroy seeks to materially impact SBB and its stakeholders. Notably, having a short position in SBB’s shares, the grounds for publishing the report are to be considered statement made in self-interest. Furthermore, the Swedish Economic Crime Authority has stated that it cannot be excluded that the Report by Viceroy constitutes unlawful market manipulation. SBB’s stakeholders are accordingly advised to consider the Company’s response to the Report as contained in this announcement and act prudently when reacting to the allegations set out in the Report.
In addition, SBB believes that the Swedish Financial Supervisory Authority (the “SFSA”) must review Viceroy’s Report and any short selling in SBB’s financial instruments that preceded Viceroy’s Report. Accordingly, SBB has today filed a request to the SFSA to initiate such a review and coordinate the review with the Economic Crime Authority as appropriate.
Please see the attached appendix for SBB’s detailed responses to main allegations raised in the Report.
In conjunction with the presentation of the results in the year-end report for 2021 today at 10:00 CET via conference call and webcast, Ilija Batljan will also address the contents of this detailed response to the Report.
The presentation will be held in English and will be concluded with a Q&A session. Questions can be asked on the conference call or in written form through the webcast. No pre-registration is needed.
Webcast link: https://tv.streamfabriken.com/samhallsbyggnadsbolaget-q4-2021
To participate via telephone please dial-in on the numbers below.
SE: +46 8 5055 8352
UK: +44 3333 009 272
US: +1 631 913 1422 (PIN: 64219872#)
For further information please contact:
Marika Dimming. Investor Relations, [email protected]
 The Swedish Journalist Martin Rex with Dagens Industri is referring to a statement by the founder of Viceroy with this assertion on twitter, https://twitter.com/martin_rex/status/1495860519718330368.
 See https://www.alecta.se/om-alecta/var-syn-pa-saken/alecta-kommenterar/felaktiga-uppgifter-om-att-alecta-och-sbb-skulle-ha-reverserat-ett-kop-av-fastigheten-mimer-7/ and https://www.di.se/nyheter/flera-felaktigheter-i-frana-blankarrapporten/.