SBB announces the results of the invitation to Noteholders to exercise their Noteholder Voluntary Conversion Right in respect of the SEK 2.75 billion Subordinated Mandatory Convertible Notes due 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES
Stockholm, 28 June 2021 – Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Offeror”) announces the results of the invitation (the "Invitation") to holders (the “Noteholders”) to exercise their Noteholder Voluntary Conversion Right as defined in, and in accordance with the terms and conditions (the “Conditions”) of the Notes, in respect of any or all of their SEK 2.75 billion 7.00 per cent. Subordinated Mandatory Convertible Notes due 2023 (the “Notes”) issued by the Offeror and mandatorily convertible into series B registered shares of the Offeror (the “B Shares”).
The Invitation commenced on 21 June 2021 and expired at 4.00 p.m. (CEST) on 24 June 2021 (the “Expiration Deadline”).
As at the Expiration Deadline, SEK 2,672,000,000 in aggregate principal amount of the Notes (representing c.97.2% of the aggregate principal amount of the Notes originally issued and currently outstanding) had been validly submitted for conversion pursuant to the Invitation. The Offeror confirms that it will accept for conversion all Notes validly submitted for conversion pursuant to the Invitation.
Any Noteholder whose offer has been accepted for conversion by the Offeror, will be eligible to receive by way of consideration (a) B Shares comprising the relevant Noteholder's entitlement under the Conditions as a result of the exercise of Noteholder Voluntary Conversion Right, and (b) a cash sum equal to SEK 206,500 per SEK 1,000,000 in aggregate principal amount of the Notes (20.65% of the principal amount of the Notes) (the “Invitation Premium”). For the avoidance of doubt, in accordance with limb (c) of Condition 5.3, interest will cease to accrue on the relevant Notes from (and including) 24 January 2021 (being the Interest Payment Date falling on or immediately preceding the relevant Scheduled Settlement Date) and as such no additional payment will be made in respect of the accrued interest.
SBB may consider accepting bilateral voluntary early conversions of the remaining Notes on terms that are substantially similar to the terms of the Invitation.
Through the conversion pursuant to the Invitation, the number of shares in the Company increases with 88,739,493 B Shares to in total 1,612,087,756 shares, of which 209,977,491 are common shares of class A, 1,208,244,360 are common shares of class B and 193,865,905 are common shares of class D.
Citigroup Global Markets Limited and J.P. Morgan AG acted as Dealer Managers in respect of the Invitation.
Any terms not defined in the press release, are defined in the Conditions of the Notes available on the Company’s website.
Stockholm, 28 June 2021
Samhällsbyggnadsbolaget i Norden AB (publ)
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, ilija@sbbnorden.se
This information is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 28 June 2021, at 07:30 CEST.
About Samhällsbyggnadsbolaget i Norden AB (publ)
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) i is the Nordic region's leading real estate company in social infrastructure. The company's strategy is to own and manage community properties in the Nordic region and rental-regulated residential properties in Sweden in the long term, and to conduct active property development work. Through SBB's large community involvement, municipalities and other stakeholders find a long-term partner in the company. The company's B share (symbol SBB B) and D share (symbol SBB D) are traded on Nasdaq Stockholm, Large Cap. More information about SBB is available at www.sbbnorden.se.
IMPORTANT NOTICE IN RELATION TO THE INVITATION
THE DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY EACH OF THE OFFEROR AND THE DEALER MANAGERS AND CITIBANK, N.A., LONDON BRANCH (THE “CONVERSION AGENT”) TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN OFFER TO SELL OR BUY THE NOTES OR ANY OTHER SECURITIES.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY NOTE NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY NOTE.
NONE OF THE DEALER MANAGERS, THE CONVERSION AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR OFFEROR’S PUBLICLY AVAILABLE INFORMATION.
THE DEALER MANAGERS AND THE CONVERSION AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGERS OR THE CONVERSION AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. NEITHER THE DEALER MANAGERS NOR THE CONVERSION AGENT OWES ANY DUTY TO ANY HOLDER OF THE NOTES.