SBB announces hereby the results of the tender offers

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Samhällsbyggnadsbolaget i Norden AB (publ) (the "Company") hereby announces the results of its offer to tender its and its subsidiary SBB Treasury Oyj's outstanding non-green securities as set out in the table below (the "Securities") (the "Offers").  The Offers were made on the terms and subject to the conditions set out in the tender offer memorandum dated 9 November 2022 (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 Expiration Deadline for the Offer was 5.00 p.m. (CET) on 16 November 2022. The Company hereby announces that it will accept for purchase EUR 631,017,100 in aggregate principal amount of Securities validly tendered pursuant to the Offers (with respect to relevant amounts converted into euro at the Expiration Deadline). The total purchase consideration for Securities validly tendered and accepted for purchase (excluding Accrued Interest Payments in respect of such Securities) is EUR 500,948,304.80, of which, the total purchase consideration in respect of (i) the relevant Hybrid Securities validly tendered and accepted for purchase pursuant to the relevant Offers is EUR 62,634,769.00 and (ii) the relevant Senior Securities validly tendered and accepted for purchase pursuant to the relevant Offers is EUR 438,313,535.80 (with respect to relevant amounts converted into euro at the Expiration Deadline).

The Company has not accepted for purchase, pursuant to the relevant Offers, any SEK February 2023 Series 9 Securities or any SEK April 2025 Series 29 Securities (each as defined below).

The final results of the Offers are as follows:

Hybrid Securities

 

Securities

ISIN

Current Coupon

Series Acceptance Amount

Scaling Factor

EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities

XS2010032618

 

2.624 per cent. per annum

EUR 46,120,000

Not Applicable

EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities

XS2272358024

2.625 per cent. per annum

EUR 43,104,000

Not Applicable

EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities

XS2010028186

2.875 per cent. per annum

EUR 60,694,000

Not Applicable

 

Senior Securities

 

Securities

ISIN

Current Coupon

Series Acceptance Amount

Scaling Factor

SEK 1,000,000,000 Floating Rate Bonds due February 2023 (the "SEK February 2023 Series 9 Securities")

XS2066041661

3-month STIBOR + 1.01 per cent.

-

Not Applicable

NOK 400,000,000 Floating Rate Bonds due February 2023

XS2124186508

3-month NIBOR + 0.72 per cent.

NOK 130,000,000

Not Applicable

SEK 975,000,000 1.072 per cent. Fixed Rate Notes due 11 May 2023

XS2078737306

1.072 per cent. per annum

SEK 100,000,000

Not Applicable

SEK 200,000,000 Floating Rate Notes due May 2023

XS2000538699

3-month STIBOR + 1.40 per cent.

SEK 50,000,000

Not Applicable

NOK 200,000,000 Floating Rate Notes due July 2023

XS2203994517

3-month NIBOR + 1.50 per cent.

NOK 180,000,000

Not Applicable

SEK 1,000,000,000 Senior Unsecured Floating Rate Social Bonds due July 2023

XS2290558282

3-month STIBOR + 0.80 per cent.

SEK 32,000,000

Not Applicable

SEK 800,000,000 Floating Rate Green Bonds due September 2023

XS2050862262

3-month STIBOR + 1.15 per cent.

SEK 211,000,000

Not Applicable

EUR 700,000,000 callable Social Floating Rate Notes due 8 February 2024 issued by SBB Treasury Oyj and guaranteed by the Offeror

XS2438632874

3-month EURIBOR + 0.55 per cent.

EUR 141,167,000

Not Applicable

NOK 1,000,000,000 3.12 per cent. Fixed Rate Notes due 2024

XS2085870728

3.12 per cent. per annum

NOK 526,000,000

Not Applicable

EUR 550,000,000 1.750 per cent. Fixed Rate Notes due 14 January 2025

XS1993969515

1.750 per cent. per annum

EUR 113,058,000

Not Applicable

SEK 1,100,000,000 Floating Rate Notes due January 2025

XS1997252975

3-month STIBOR + 1.90 per cent.

SEK 249,000,000

Not Applicable

SEK 260,000,000 Senior Unsecured Floating Rate Social Notes due April 2025 (the "April 2025 Series 29 Securities")

XS2461738770

3-month STIBOR + 1.60 per cent.

-

Not Applicable

NOK 800,000,000 Floating Rate Bonds due June 2025

XS2194790429

3-month NIBOR + 1.99 per cent.

NOK 559,000,000

Not Applicable

NOK 700,000,000 Floating Rate Bonds due August 2025

XS2223676201

3-month NIBOR + 1.65 per cent.

NOK 300,000,000

Not Applicable

SEK 200,000,000 Senior Unsecured Floating Rate Social Bonds due December 2025

XS2275409824

3-month STIBOR + 1.17 per cent.

SEK 55,000,000

Not Applicable

 

"The result of the tender offer shows that the bond prices at which investors are prepared to sell bonds are far above the prices shown on screen. SBB has succeeded in repurchasing bonds for approximately EUR 500m. The result from the tender offer means a positive effect on equity attributable to SBB's A and B shareholders of approximately SEK 1.4 billion or approximately SEK 1 per share," says Ilija Batljan, CEO and Founder the Company.

The expected Settlement Date in respect of the Offers is 23 November 2022. 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.

Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com) and J.P. Morgan SE (Telephone: +44 20 7134 2468; Attention: EMEA Liability Management Group; Email: liability_management_EMEA@jpmorgan.com) are acting as Dealer Managers for the Offers and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet / Arlind Bytyqi; Email: sbbnorden@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/sbbnorden) is acting as Tender Agent for the Offers.

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.

This disclosure contains information that Samhällsbyggnadsbolaget i Norden AB 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 17-11-2022 11:37 CET.

For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, ilija@sbbnorden.se

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.

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