Genova contemplates to issue new green capital securities and announces a voluntary partial tender offer of existing green capital securities
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.
Genova Property Group AB (publ) (the “Company” or “Genova”) has mandated ABG Sundal Collier AB and Nordea Bank Abp as joint bookrunners to arrange fixed income investor meetings from and including 13 September 2024 to investigate the possibility to issue new subordinated perpetual floating rate green capital securities with an expected issue amount of SEK 300 million under a total framework amount of SEK 450 million (the “New Green Capital Securities”). A capital market transaction may follow, subject to, among other things, prevailing market conditions and that the Tender Offer (as defined below) amounts to not less than SEK 250 million.
In connection with the contemplated transaction, Genova offers the holders of the Company’s outstanding green capital securities with ISIN SE0015245519 (the “Outstanding Capital Securities”) to participate in a tender offer in which the Company will repurchase Outstanding Capital Securities for cash (the “Tender Offer”) at a price of 103.0 per cent. of the nominal amount for the Outstanding Capital Securities plus accrued and unpaid interest up to a maximum amount corresponding to the issue size of the New Green Capital Securities (as described in the Tender Information Document (as defined below)). The Outstanding Capital Securities will be repurchased subject to the terms described in the tender information document dated 12 September 2024 (the “Tender Information Document”).
Holders of Outstanding Capital Securities who accept the Tender Offer may be eligible to receive a priority in the allocation of the New Green Capital Securities, subject to the terms set out in the Tender Information Document. The Tender Offer is conditional upon the consummation of the issue of the New Green Capital Securities. The Tender Offer expires upon book close of the book building process for the New Green Capital Securities, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. The Company will announce the expiration date for the Tender Offer in connection with the opening of the book building process for the New Green Capital Securities, which is expected to take place no earlier than 17 September 2024. The settlement of the Tender Offer is expected to take place approximately five business days after the expiration date.
The Tender Information Document is available on the following link: https://genova.se/investors/bonds/.
The Company has mandated ABG Sundal Collier AB and Nordea Bank Abp to act as arrangers and joint bookrunners in respect of the issuance of the New Green Capital Securities and as dealer managers for the Tender Offer. Gernandt & Danielsson Advokatbyrå KB acts as legal advisor.
For further information, please contact:
CEO, Michael Moschewitz, mobile +46 (0)70-713 69 39, michael.moschewitz@genova.se
About Genova
Genova Property Group AB (publ) is a modern property company with a personal touch that owns, manages and develops properties with focus on Greater Stockholm area and Uppsala Region. On 30 June 2024, the value of the company's property portfolio amounted to approximately SEK 9.5 billion with a lettable area of approximately 340,000 sqm and the company held approximately 9,344 building rights for residential units. Genova's share has been listed on Nasdaq Stockholm since 2020.
Genova – Smålandsgatan 12 – SE-111 46 Stockholm – www.genova.se