Nobina’s refinancing completed – financial position strengthened

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

Nobina is refinancing its senior notes of EUR 85 million. The refinancing solution involves a debt reduction of approximately SEK 180 million through a swap of debt into shares in Nobina AB. This will provide the Nobina Group with an improved capital structure and higher solidity. The remainder, a bond loan of around SEK 550 million, is being issued as a new SEK-denominated five-year bond to be listed on the Nasdaq OMX.

All the holders in the bond loan issued by Nobina Europe AB (EUR 85 million/9.125%) have accepted Nobina’s refinancing solution, and an extraordinary general meeting held on October 24, 2012 resolved on a new issue of shares as a necessary amendment of the Nobina group’s capital structure to support the proposal.

“I am pleased that we have completed our refinancing process with an excellent result, particularly in light of the prevailing macroeconomic climate. The new financing secures a stronger financial position for Nobina – the capital structure is improved and the equity/assets ratio is strengthened thanks to the fact that we are reducing our debt by around SEK 180 million while at the same time increasing our equity by the same amount. We now look forward to continuing to increase Nobina’s growth and profitability and actively participating in the structural change of the industry”, says CEO of Nobina Ragnar Norbäck.

The refinancing solution involves 25% of the old senior notes being converted into shares in Nobina AB, and the remaining bond capital being refinanced by a new bond issued by Nobina Europe AB based on the following terms.

The terms in brief
The senior notes in Nobina Europe AB of EUR 85 million, maturing on 1 August 2012and extended until 31 October 2012, is being refinanced according to the following terms.

• Approximately SEK 180 million is being converted into shares issued by Nobina AB, corresponding to 95% ownership in Nobina AB.
• The remaining amount of approximately SEK 550 million is being refinanced through a new SEK-denominated bond issued by Nobina Europe AB on the Nordic market. Nobina will list the bond on Nasdaq OMX in Stockholm. The annual coupon is 11% and the duration of the bond is five years with the option for the issuer to redeem it at nominal amount throughout the duration.

Financial data
The new refinancing solution affects the Nobina Group’s financial position in brief as follows:

• Group equity is strengthened and the solidity is improved.
• Significant reduction in earnings volatility, which previously occurred when revaluing the bond into SEK following fluctuations in the EUR/SEK rate.
• The annual interest payment decreases by around SEK 7 million due to a lower bond amount.

Other information
The listing of the bond on Nasdaq OMX is planned to take place in the fall of 2012.
As a part of the refinancing, resolutions were taken at an extraordinary general meeting held on October 24 2012, to amend the articles of association, to carry out a issue in kind of shares to the bondholders, a direct issue of shares to certain employees and Board members who also are shareholders, as well as on a share capital reduction and restoration it by means of a bonus issue.

“Nobina’s bond financing has now been transferred to the Nordic capital market, and with the planned listing of the bonds in Stockholm, these securities will be traded on the fast -growing Nordic High-Yield market. Nordic Investors are thus provided with the opportunity of investing in securities related to public transportation, giving Nobina access to additional potential future financing sources,” says Per Skärgård, CFO of Nobina AB.

Swedbank First Securities acted as Sole Coordinator and Lead Financial Advisor in the process between Nobina and hedge funds and so-called Special situations funds based in the UK.

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The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. These materials do not contain or constitute an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. The Issuer has not registered and does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.

This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.

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For more information, please contact:
Per Skärgård, CFO Nobina AB
per.skargard@nobina.com
tel.: +46 (8) 410 650 56

Ingrid Håkanson, IR manager, Nobina AB
ingrid.hakanson@nobina.com
tel.: +46 (8) 410 650 51

The Nobina Group is the largest bus passenger transport company in the Nordic region. The operations include contractual regional traffic in Sweden, Denmark, Norway and Finland as well as independently operated interregional traffic through Swebus. The Nobina group has annual sales close to SEK 7 billion, operates 3,500 buses and, with more than 260 million passenger journeys per year, is one of the major passenger transport companies in northern Europe. For more information, please visit www.nobina.com

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