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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (the "United States") OR TO ANY U.S. PERSON (AS DEFINED IN THE TENDER OFFER MEMORANDUM) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
On 18 March 2024, Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") launched invitations to holders of certain outstanding securities set out in the table below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms set out in the tender offer memorandum dated 18 March 2024 (the "Tender Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions and the other conditions described in the Tender Offer Memorandum. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers remain subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Offeror today announces that it will accept for purchase the aggregate principal amounts of the relevant Series of Securities validly tendered pursuant to the Offers specified in the table below, subject to the satisfaction or (if applicable) waiver of the Transaction Conditions by the Offeror on or prior to the Settlement Date. There will be no pro rata scaling.
The total purchase consideration for Securities validly tendered and accepted for purchase (excluding Accrued Interest Payments in respect of such Securities) is EUR 162,733,888.50 and the total aggregate principal amount of Securities accepted for purchase is EUR 407,767,000.
The final results of the Offers are as follows:
Securities ISIN Current Series Acceptance Amount
Coupon
EUR XS2010032618 2.624 per EUR 93,939,000
500,000,000 cent. per
Subordinated annum
Fixed to
Reset Rate
Undated
Capital
Securities
(the
"January
2025 Hybrid
Securities")
EUR XS2272358024 2.625 per EUR 74,423,000
500,000,000 cent. per
Subordinated annum
Fixed to
Reset Rate
Undated
Capital
Securities
(the
"December
2025 Hybrid
Securities")
EUR XS2010028186 2.875 per EUR 66,224,000
500,000,000 cent. per
Subordinated annum
Fixed to
Reset Rate
Undated
Capital
Securities
(the
"October
2026 Hybrid
Securities")
EUR XS1993969515 3.000 per EUR 0
550,000,000 cent. per
1.750 per annum*
cent. Fixed
Rate Notes
due 14
January 2025
(the
"January
2025
Securities")
EUR XS2597112155 4.500 per EUR 0
5,000,000 cent. per
4.500 per annum
cent. Notes
due 10 March
2025 (the
"March 2025
Securities")
EUR XS2049823680 2.375 per EUR 0
500,000,000 cent. per
1.125 per annum*
cent. Notes
due 4
September
2026 (the
"2026
Securities")
EUR XS2114871945 2.250 per EUR 13,450,000
750,000,000 cent. per
1.000 per annum*
cent. Notes
due 12
August 2027
(the "2027
Securities")
EUR XS2271332285 0.750 per EUR 5,219,000
700,000,000 cent. per
0.750 per annum
cent. Social
Bonds due 14
December
2028 issued
by SBB
Treasury Oyj
("SBB
Treasury")
and
guaranteed
by the
Offeror (the
"2028
Securities")
EUR XS2346224806 1.125 per EUR 154,512,000
950,000,000 cent. per
1.125 per annum
cent. Social
Bonds due 26
November
2029 issued
by SBB
Treasury and
guaranteed
by the
Offeror (the
"2029
Securities")
EUR XS2151934978 3.000 per EUR 0
50,000,000 cent. per
2.750 per annum
cent. Notes
due 3 April
2040 (the
"2040
Securities")
* inclusive of 125 bps coupon step-up.
Holders who have tendered their Securities for purchase pursuant to the Offers are advised to check with the bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold their Securities to determine whether their tendered Securities have been accepted for purchase by the Offeror.
The Securities that have been tendered but not accepted by the Offeror for purchase pursuant to the Offers shall be unblocked in the relevant Holder's account in the relevant Clearing System.
Subject to the satisfaction or (if applicable) waiver by the Offeror of the Transaction Conditions, the expected Settlement Date in respect of the Offers is 26 March 2024. Full details concerning the Offers are set out in the Tender Offer Memorandum.
The Offers have now expired and no further Securities can be tendered for purchase.
J.P. Morgan SE (Telephone: +44 207 134 2468; Attention: EMEA Liability Management Group; Email:
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Alessandro Zorza; Email:
For further information, please contact:
Helena Lindahl, Treasury Director,
This information is such that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted by the above contact person for publication on 24 March 2024 at 20:00 CET
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region's leading property company in social infrastructure. The Company's strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB's commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company's series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.