Ilija Batljan Invest initiates a written procedure for its FRN due 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933), AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, CYPRUS, ITALY, UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Ilija Batljan Invest AB (publ), reg. no. 559053-5166, (the “Company”) is requesting the approval from holders of its up to SEK 1,000,000,000 Senior Unsecured Floating Rate Notes due 2022 (ISIN: SE0013122009) (the “Notes”) to refinance the Notes in full before the Maturity Date.
In order to refinance the Notes in full before the maturity date for the purpose of managing the Company’s debt maturity profile by way of adding a call option at 104.00 per cent. of the nominal amount, the Company has today instructed the agent, Nordic Trustee & Agency AB (publ) (the “Agent”), to initiate a written procedure for its outstanding Notes. The notice of written procedure (the “Notice”) can be obtained from the Agent and is attached to this announcement and made in accordance with Clause 17 (Written Procedure) of the terms and conditions of the Notes (the “Terms and Conditions”).
Upon the consent of the holders of the Notes (the “Noteholders”) to amend the Terms and Conditions as set out in the Notice, the Company intends to issue new market loan(s), including, inter alia, senior unsecured notes and potentially hybrid notes (the “Market Loans”), in order to refinance the Notes, subject to market conditions. It is further the intention of the Company to establish a green finance framework in order to be able to issue green bonds, to evaluate an acquisition of a corporate rating from Scope (or similar rating agency) with a clear ambition to reach Investment Grade and to list any new Market Loan(s) issued on Nasdaq Stockholm.
Subject to the passing of the Proposal (as defined in the Notice), Noteholders voting in favour of the Proposal by submitting a valid Nordea PoA and Voting Instruction, as attached to the Notice as Schedule 1, to Nordea no later than 15:00 (CET) on 26 May 2021 may be eligible to receive priority in the allocation of the intended new Market Loan(s), provided that the Noteholder is an eligible buyer of the new notes given the target market for the new notes in accordance with Directive 2014/65/EU (MiFID II) and the applicable selling restrictions, and further provided that such Noteholder is a client with and has satisfied all KYC requirements of Nordea (the “Priority Allocation Offer”). Any offer to purchase new notes will be subject to the terms and conditions of such Market Loan(s).
Such priority will match in size the nominal volume for which such Noteholder has voted in favour of the Proposal subject to eligibility with minimum denomination requirements of the new Market Loan(s). However, if the aggregate principal amount of the new Market Loan(s) is less than the aggregate amount of Notes to be redeemed by the Company by application of the call option set out in the Proposal, the Priority Allocation Offer will be downscaled pro rata.
The applicable voting requirement to approve the Proposal is a quorum of Noteholders representing at least fifty (50.00) per cent. of the adjusted nominal amount and a majority of at least two thirds (2/3) of the adjusted nominal amount for which Noteholders reply in the written procedure consenting to the Proposal, as set out in more detail in the Notice.
Further information about voting requirements and important dates for the written procedure is available in the Notice.
Nordea Bank Abp has been appointed as solicitation agent in relation to the written procedure.
For questions relating to the transaction, please contact the solicitation agent at the following e-mail address or telephone number:
Nordea Bank Abp
Telephone: +45 61 612 996
For further questions to the agent regarding the administration of the written procedure, please contact the agent at firstname.lastname@example.org or +46 8 783 79 00.
For more information, please contact:
Ilija Batljan, CEOilija@sbbnorden.se
This information was submitted for publication, through the agency of the contact person set out above on 17 May 2021, at 12:50 CEST.