SBB completes acquisition of 10.1 percent of the shares and votes in Offentliga Hus and resolves on a directed issue of Class D common shares
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
On 18 December 2020, Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) announced an acquisition corresponding to 54.3 percent of the shares and votes in Offentliga Hus i Norden AB (publ) (“Offentliga Hus”). On 23 December 2020, SBB announced that they had completed the acquisition of 44.2 percent of the shares and votes in Offentliga Hus, whereby the completion of the remaining shares, 25,852,986 shares in Offentliga Hus, acquired from Nordact AB, corresponding to 10.1 percent of the shares and votes, was subject to the approval of relevant competition authorities.
Further, the completion on 23 December 2020 entailed an obligation for SBB to announce a public offer regarding the remaining shares in Offentliga Hus. On 20 January 2021, SBB announced a mandatory public offer to the shareholders in Offentliga Hus (the “Offer”).On 17 February 2021, SBB announced that they had received an approval from the Swedish Competition Authority (Sw. Konkurrensverket). SBB has today, through its subsidiary SBB i Norden AB (publ), completed the acquisition of the remaining shares, i.e. 25,852,986 shares in Offentliga Hus, acquired from Nordact AB, corresponding to 10.1 percent of the shares and votes. As part of such completion, the Board of SBB, pursuant to the authorization granted by the Annual General Meeting held on 27 April 2020, has resolved on an issue of not more than 12,843,096 new Class D common shares (“D-shares”). Nordact AB has subscribed for all D-shares in the directed issue.
The directed share issue entails an increase of the number of shares in SBB by 12,843,096 and an increase in the share capital by SEK 1,284,309.60. This entails an increase in the number of shares from 1,509,364,238[1] to 1,522,207,334 and an increase in the share capital from SEK 150,936,423.80[2] to SEK 152,220,733.40, corresponding to a dilution of approximately 0.8 percent of the number of shares and approximately 0.4 percent of the number of votes in the Company.
Ilija Batljan, CEO of SBB, comments:
“SBB issues new D-shares with the aim to attain a stronger rating. In 2020, SBB achieved a significant reduction in its loan-to-value ratio. This issue will support SBB in achieving a reported adjusted net debt, according to S&P’s loan-to-value definition, below 50 percent already at the end of the first quarter 2021, which is the threshold for a BBB+ rating.”
[1] Excluding the Company’s 30,713 preference shares, which are subject to a redemption with a record date as of 23 April 2021 in accordance with the resolution taken on the Company’s Extraordinary General Meeting held on 23 February 2021.
[2] Excluding the Company’s 30,713 preference shares, which are subject to a redemption with a record date as of 23 April 2021 in accordance with the resolution taken on the Company’s Extraordinary General Meeting held on 23 February 2021.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, ilija@sbbnorden.se
The information was sent for publication, through the agency of the contact person set out above, on 1 March 2021 at 13:15 (CET).
Important information
This press release does not constitute an offer to buy or sell shares, nor does it constitute an invitation to offer to buy or sell shares.
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, SBB disclaims any responsibility or liability for the violations of any such restrictions by any person.
This press release is not an offer for sale of securities in the United States. The shares to be delivered in connection with the Offer have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
The acceptance period for the Offer has not commenced.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of SBB. Any such forward-looking statements speak only as of the date on which they are made and SBB has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
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. The Company’s preference shares (ticker SBB PREF) are listed on Nasdaq First North Premier Growth Market. Certified Adviser is Erik Penser Bank (contact: certifiedadviser@penser.se / +46 84638300). Further information about SBB is available at www.sbbnorden.se.