SBB announces its intention to carry out a rights issue of class D common shares of approximately SEK 2.63 billion

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SBB announces its intention to carry out a rights issue of class D common shares of approximately SEK 2.63 billion

The Board of Directors of Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) today announces its intention to carry out a rights issue of class D common shares of approximately SEK 2.63 billion at a subscription price of SEK 16 per class D common share (the “Rights Issue”). The Rights Issue is carried out for the purpose of lowering the company’s indebtedness and is intended to be resolved upon during the second quarter of 2023 on the basis of the authorisation that is proposed to be approved by the Annual General Meeting on 28 April 2023. Ilija Batljan, Sven-Olof Johansson, Arvid Svensson Invest AB and Lennart Schuss have undertaken to subscribe for class D common shares in the Rights Issue for a total amount of approximately SEK 430.2 million, corresponding to approximately 16.3 percent of the Rights Issue.

Summary

• The Board of Directors of SBB today announces its intention to carry out a Rights Issue of class D common shares of approximately SEK 2.63 billion, which is intended to be resolved upon during the second quarter of 2023 on the basis of the authorisation that is proposed to be approved by the Annual General Meeting on 28 April 2023.
• In accordance with SBB’s Articles of Association all shareholders will, irrespective of the class of shares held, have pre-emption rights to subscribe for the new class D common shares in the Rights Issue pro rata to the number of shares owned on the record date.
• The net proceeds from the Rights Issue are intended to be used to lower the company’s indebtedness.
• Ilija Batljan, Sven-Olof Johansson, Arvid Svensson Invest AB and Lennart Schuss have undertaken to subscribe for class D common shares in the Rights Issue for a total amount of approximately SEK 430.2 million, corresponding to approximately 16.3 percent of the Rights Issue.
• The subscription price in the Rights Issue is intended to be set at SEK 16 per class D common share.
• The other terms and conditions for the Rights Issue will be made public after the Board of Directors has decided to carry out the Rights Issue, which will take place as soon as the Board of Directors knows when a prospectus can be expected to be published.
• Trading with subscription rights will take place on Nasdaq Stockholm in connection with the Rights Issue.

Subscription undertakings

Ilija Batljan, Sven-Olof Johansson, Arvid Svensson Invest AB and Lennart Schuss have made a subscription undertaking to subscribe for class D common shares in the Rights Issue for a total amount of approximately SEK 430.2 million, corresponding to approximately 16.3 percent of the Rights Issue.

Further information regarding the parties who have entered into subscription undertakings will be presented in the prospectus to be made public before the commencement of the subscription period.

Timetable

The company will announce a detailed timetable for the execution of the Rights Issue in connection with the Board of Directors resolving on the Rights Issue and its final terms. This is expected during the second quarter of 2023.

Prospectus

A prospectus and subscription form will be made available before subscription period commence on SBB’s website, www.sbbnorden.se.

”The strategic focus on reducing the company's indebtedness continues to have the highest priority. As part of this, the Board of Directors has announced its intention to carry out a rights issue amounting to SEK 2.63 billion with a subscription price of SEK 16 per class D common share. The entire net proceeds will be used to reduce the company's indebtedness.” says Ilija Batljan, CEO and founder of SBB.

For further information, please contact:

Ilija Batljan, CEO and founder of Samhällsbyggnadsbolaget i Norden AB, ilija@sbbnorden.se

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 28 April 2023 at 07:30 CEST.

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.

Important information

This announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire, shares or other securities of the company.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be exercised, offered, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the requirements of the Securities Act and in compliance with any applicable securities legislation in any state or other jurisdiction of the United States. The company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "deems", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the company's operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the company results or its ability to operate. Although the company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward looking statements.

Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the prospectus that include a more detailed description of factors that may affect the company's operations and the market in which the company operates.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.