Announcement of results of exchange offers
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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 EXCHANGE OFFER MEMORANDUM) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
On 13 June 2024, Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") launched invitations to holders of certain outstanding securities set out in the table below, to offer to exchange such securities (together, the "Existing Securities" and each series of the Existing Securities being a "Series") for (i) the relevant series of the New Securities (as defined in the Exchange Offer Memorandum) to be issued by Sveafastigheter AB (publ) (the "New Issuer") and (ii) if applicable, a Cash Component, on the terms set out in the exchange offer memorandum dated 13 June 2024 (the "Exchange Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions (as defined in the Exchange Offer Memorandum) and the other conditions described in the Exchange Offer Memorandum (each an "Offer" and together, the "Offers"). 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 Exchange Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
On 19 June 2024, the Offeror announced its intention to make a mandatory settlement of all Deferred Interest in relation to the Hybrid Securities included in the Offers. The settlement of Deferred Interest will occur on 3 July 2024, which is prior to the anticipated settlement of the Offers. Holders of the Hybrid Securities who have submitted Exchange Instructions will therefore be entitled to receive the relevant Deferred Interest payment in respect of their Hybrid Securities. The Offeror also intends to defer accrued interest in respect of the current accrual periods on the Hybrid Securities and there will therefore be no Accrued Interest Payment in respect of any Hybrid Securities accepted for exchange pursuant to the Offers.
The Offeror today announces that it will accept the aggregate principal amount of the relevant Series of Existing Securities validly offered for exchange pursuant to the Offers specified in the table below, subject to the satisfaction or (except in the case of the Sveafastigheter Implementation Steps) waiver of the Transaction Conditions by the Offeror on or prior to the Settlement Date. There will be no pro rata scaling of any offers for exchange that are accepted by the Offeror.
The final results of the Offers are as follows:
| Existing Securities | ISIN | Current Coupon | First Optional Date for Redemption / First Par Call Date | Maturity Date | Series Acceptance Amount | Accrued Interest Payment (per EUR 1,000, NOK 1,000,000 or SEK 1,000,000, as applicable, in principal amount of the Existing Securities) |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "January 2025 Hybrid Securities") | XS2010032618 | 2.624 per cent. per annum | 30 January 2025 | N/A | EUR 57,430,000 | N/A |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "December 2025 Hybrid Securities") | XS2272358024 | 2.625 per cent. per annum | 14 December 2025 | N/A | EUR 62,227,000 | N/A |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "October 2026 Hybrid Securities") | XS2010028186 | 2.875 per cent. per annum | 30 October 2026 | N/A | EUR 55,058,000 | N/A |
| SEK 1,500,000,000 Subordinated Perpetual Floating Rate Callable Capital Notes (the "January 2025 Capital Securities") | SE0013359148 | 3.500 per cent. + 3-month STIBOR per cent. per annum | 28 January 2025 | N/A | SEK 256,000,000 | N/A |
| NOK 1,000,000,000 3.12 per cent. Fixed Rate Notes due 28 November 2024 (the "November 2024 Securities") | XS2085870728 | 4.370 per cent. per annum * | Not Applicable | 28 November 2024 | NOK 0 | N/A |
| EUR 550,000,000 1.750 per cent. Fixed Rate Notes due 14 January 2025 (the "January 2025 EUR Securities") | XS1993969515 | 3.000 per cent. per annum * | 14 October 2024 | 14 January 2025 | EUR 3,747,000 | EUR 14.18 |
| SEK 1,100,000,000 Floating Rate Notes due January 2025 (the "January 2025 Floating Rate Securities") | XS1997252975 | 3.15 per cent. + 3-month STIBOR per annum | Not Applicable | Interest payment date falling in or nearest to January 2025 | SEK 100,000,000 | SEK 16,058.25 |
| EUR 5,000,000 4.500 per cent. Notes due 10 March 2025 (the "March 2025 Securities") | XS2597112155 | 4.500 per cent. per annum | Not Applicable | 10 March 2025 | EUR 0 | N/A |
| SEK 260,000,000 Senior Unsecured Floating Rate Social Notes due April 2025 (the "April 2025 Floating Rate Securities") | XS2461738770 | 2.850 per cent. + 3-month STIBOR per annum * | Not Applicable | Interest payment date falling in or nearest to April 2025 | SEK 0 | N/A |
| NOK 800,000,000 Floating Rate Bonds due June 2025 (the "June 2025 Floating Rate Securities") | XS2194790429 | 1.990 per cent. + 3-month NIBOR per annum | 26 March 2025 | Interest payment date falling in or nearest to June 2025 | NOK 20,000,000 | NOK 1,680.00 |
| NOK 700,000,000 Floating Rate Bonds due August 2025 (the "August 2025 Floating Rate Securities") | XS2223676201 | 1.650 per cent. + 3-month NIBOR per annum | 27 May 2025 | 27 August 2025 | NOK 20,000,000 | NOK 6,879.17 |
| SEK 200,000,000 Senior Unsecured Floating Rate Social Bonds due December 2025 (the "December 2025 Floating Rate Securities") | XS2275409824 | 1.170 per cent. + 3-month STIBOR per annum | 18 September 2025 | Interest payment date falling in or nearest to December 2025 | SEK 0 | N/A |
| EUR 500,000,000 1.125 per cent. Notes due 4 September 2026 (the "2026 Securities") | XS2049823680 | 2.375 per cent. per annum * | 4 June 2026 | 4 September 2026 | EUR 2,400,000 | EUR 19.79 |
| SEK 600,000,000 Floating Rate Green Bonds due Jan 2027 (the "January 2027 Floating Rate Securities") | XS2111589219 | 2.750 per cent. + 3-month STIBOR per annum | Not Applicable | Interest payment date falling in or nearest to January 2027 | SEK 365,000,000 | SEK 12,171.50 |
| EUR 750,000,000 1.000 per cent. Notes due 12 August 2027 (the "2027 Securities") | XS2114871945 | 2.250 per cent. per annum * | 12 May 2027 | 12 August 2027 | EUR 87,977,000 | EUR 20.16 |
| EUR 700,000,000 0.750 per cent. Social Bonds due 14 December 2028 issued by SBB Treasury Oyj ("SBB Treasury") and guaranteed by the Offeror (the "2028 Securities") | XS2271332285 | 0.750 per cent. per annum | 14 September 2028 | 14 December 2028 | EUR 500,000 | EUR 4.18 |
| EUR 950,000,000 1.125 per cent. Social Bonds due 26 November 2029 issued by SBB Treasury and guaranteed by the Offeror (the "2029 Securities") | XS2346224806 | 1.125 per cent. per annum | 26 August 2029 | 26 November 2029 | EUR 5,700,000 | EUR 6.82 |
| EUR 50,000,000 2.750 per cent. Notes due 3 April 2040 (the "2040 Securities") | XS2151934978 | 4.250 per cent. per annum * | 3 January 2040 | 3 April 2040 | EUR 0 | N/A |
* inclusive of 125 bps coupon step-up.
For the purposes of offers to exchange:
- any Existing EUR Securities for New SEK Securities, the Applicable Foreign Exchange Rate (determined in the manner described in the Exchange Offer Memorandum) is EUR 1 = SEK 11.3579; and
- any Existing NOK Securities for New SEK Securities, the Applicable Foreign Exchange Rate (determined in the manner described in the Exchange Offer Memorandum) is NOK 1 = SEK 0.9958.
The Offeror will, subject to the satisfaction of the Sveafastigheter Implementation Steps, issue New Euro Securities in the aggregate principal amount of EUR 110,900,000 and New SEK Securities in the aggregate principal amount of SEK 412,500,000. Accordingly, the Minimum New Issue Condition is satisfied.
Holders who have offered their Existing Securities for exchange 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 Existing Securities to determine whether their offered Existing Securities have been accepted for exchange by the Offeror.
The Existing Securities that have been offered but not accepted by the Offeror for exchange pursuant to the Offers shall be unblocked in the relevant Holder's account in the relevant Clearing System.
Subject to the satisfaction or (except in the case of the Sveafastigheter Implementation Steps) waiver by the Offeror of the Transaction Conditions, the expected Settlement Date in respect of the Offers is 5 July 2024. Full details concerning the Offers are set out in the Exchange Offer Memorandum.
The Offers have now expired and no further Existing Securities can be offered for exchange.
Dealer Managers:
Danske Bank A/S (Telephone: +45 33 64 88 51; Attention: Debt Capital Markets; E-mail: liabilitymanagement@danskebank.dk)
DNB Markets, a part of DNB Bank ASA, Sweden Branch (Attention: Syndicate; E-mail: bond.syndicate@dnb.no)
Skandinaviska Enskilda Banken AB (publ) (Telephone: +44 7 818 426 149; Attention: Liability Management; E-mail: sebliabilitymanagement@seb.se)
Exchange Agent:
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson / Alessandro Zorza; Email: sbbnorden@is.kroll.com; Exchange Offer Website: https://deals.is.kroll.com/sbbnorden)
For further information, please contact:
Helena Lindahl, Treasury Director, ir@sbbnorden.se, press@sbbnorden.se
This information constitutes insider information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 28 June 2024 13:30 CEST.
DISCLAIMER This announcement must be read in conjunction with the Exchange 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, legal or other adviser.
Offer and Distribution Restrictions
The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
No offer or invitation to acquire any securities is being made pursuant to this announcement, and no action has been or will be taken in any jurisdiction by the Offeror, SBB Treasury, the New Issuer, the Dealer Managers or the Exchange Agent that would constitute or permit a public offering of the New Securities.