Stendörren Fastigheter AB (publ) announces final tender results and exercises its right to early redemption of its outstanding 2021/2025 notes
Press release
5 September 2024
NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED IN OR RESIDENT OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, THE WAKE ISLANDS, THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IS PROHIBITED BY LAW. THE DISTRIBUTION OF THIS DOCUMENT MAY BE UNLAWFUL IN CERTAIN JURISDICTIONS (IN PARTICULAR THE UNITED STATES AND THE UNITED KINGDOM).
Tender Offer
Stendörren Fastigheter AB (publ), (“Stendörren” or the “Issuer”) today announces the final results of its invitation dated 2 September 2024 to the holders of its outstanding notes outlined below (together, the “Notes”) to tender their Notes for purchase by the Issuer for cash (the “Tender Offer”).
The Tender Offer was made on the terms and subject to the conditions set out in a tender information document dated 2 September 2024 (the “Tender Information Document”), available on the website of the Issuer https://www.stendorren.se/en/investors/bonds/.
At the expiration of the Tender Offer at 12:00 CEST on 5 September 2024, valid tender instructions of SEK 186,250,000 in an aggregate nominal amount of Notes were received pursuant to the Tender Offer. Details of tendered amount are set out below.
The Issuer furthermore announces that the New Financing Conditions (as defined in the Tender Information Document) have been met and that a total nominal amount of new senior unsecured green notes of SEK 800,000,000 with a maturity of 3.25 years have been successfully issued (the “New Notes”). The interest rate for the New Notes is 3m STIBOR + 290 basis points.
All valid tender instructions received pursuant to the Tender Offer have been accepted for purchase by the Issuer.
The purchase price payable per Note is as set out below, in addition to which the Issuer will pay an amount equal to any accrued and unpaid interest on the relevant Notes (in accordance with the applicable terms and conditions of the Notes):
Description of the Notes / ISIN / Accepted Tender Amount / Purchase Price
2021/2025 Senior Unsecured FRN / SE0017084676 / SEK 186,250,000 / 101.560%
Settlement of the Tender Offer will occur on or around 12 September 2024. Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) (the "Dealer Managers"). All tendering Bondholders should coordinate the trade bookings with their local sales representative immediately.
Information about the Tender Offer may be obtained from the Dealer Managers.
Voluntary early redemption
In a press release on 2 September 2024, Stendörren announced its intention to exercise its right to an early voluntary redemption of the Notes to the extent not repurchased in connection with the Tender Offer, in accordance with the terms and conditions of the Notes dated 12 November 2021 (the "Redemption"). The Redemption is conditional upon the satisfaction of the Condition, as defined in the Conditional Notice of Early Redemption dated 5 September 2024.
Stendörren has today formally exercised its right to Redemption and the Notes will be redeemed early at a price corresponding to 101.560 per cent. of the nominal amount per Note plus accrued and unpaid interest up to, and including, the settlement date for the Redemption which is expected to be 1 October 2024.
In connection with the Redemption, the Notes will be delisted from Nasdaq Stockholm, and the intended last day of trading is 19 September 2024.
Please refer to the attached Conditional Notice of Early Redemption for further details on the Redemption.
For more information, please contact:
The Issuer
Erik Ranje, CEO, erik.ranje@stendorren.se or telephone + 46 8 518 331 00
Per-Henrik Karlsson, CFO, per-henrik.karlsson@stendorren.se or telephone +46 72 158 70 92
Dealer Managers
Nordea Bank Abp: +45 6136 0379, NordeaLiabilityManagement@nordea.com
Skandinaviska Enskilda Banken AB (publ) bondsyndicate@seb.se
Swedbank AB (publ): +46 (0)8 700 90 22, liabilitymanagement@swedbank.se
Stendörren Fastigheter AB (publ)
Stendörren Fastigheter AB (publ) is an expansive property company listed on Nasdaq Stockholm Mid Cap. Our business concept is to create profitable growth in net asset value by managing, developing and acquiring properties and building rights within logistics, warehouse and light industry in Nordic growth regions. When commercially viable, we rezone such existing properties and thereby create residential building rights for further development and management, mainly in Greater Stockholm and the rest of the Mälardalen region.
For more information about Stendörren Fastigheter AB (publ), see: www.stendorren.se/en/.
Stockholm, 5 September 2024
To the noteholders in:
ISIN: SE0017084676 – Stendörren Fastigheter AB up to SEK 1,200,000,000 senior unsecured floating rate notes 2021/2025
CONDITIONAL NOTICE OF EARLY REDEMPTION
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This conditional notice of early redemption has been sent on 5 September 2024 to Noteholders directly registered as of 4 September 2024 in the debt register (Sw. skuldbok) kept by the CSD. If you are an authorised nominee under the Swedish Central Securities Depositories and Financial Instruments Accounts Act or if you otherwise are holding Notes on behalf of someone else on a securities account, please forward this notice to the Noteholder(s) you represent as soon as possible. |
Reference is made to the terms and conditions of the above-mentioned notes (with an aggregate amount outstanding of SEK 600,000,000) (the “Notes”) issued by Stendörren Fastigheter AB (publ) (the “Issuer”) on 18 November 2021 in accordance with the terms and conditions for the Notes (the “Terms and Conditions”).
All capitalised terms used herein and not otherwise defined in this notice shall have the meaning assigned to them in the Terms and Conditions.
- NOTICE
The Issuer hereby gives conditional notice to all Noteholders that it will exercise its right to early voluntary redemption of all outstanding Notes in accordance with Clause 9.3.1(a) of the Terms and Conditions (the “Redemption”). Subject to the Condition described below, the Redemption Date is set to 1 October 2024 and the Record Date for the Redemption will be 24 September 2024, i.e. five (5) Business Days prior to the Redemption Date.
The Redemption is conditional upon the Issuer’s successful settlement of SEK denominated senior unsecured green notes of up to approximately SEK 800,000,000 under a framework of SEK 1,200,000,000 with an expected term of 3.25 years (including the full and due receipt of funds by the Issuer, which will enable the Issuer to finance the Redemption (including any accrued interest thereon) (in accordance with the press release published on 2 September 2024) prior to the Record Date (the “Condition”).
The Issuer shall inform the Agent and the Noteholders by way of press release at least one (1) Business Day prior to the Record Date if the Condition is, or will not be, satisfied. Should the Condition not be fulfilled by the Record Date, the Redemption will not occur.
If the Condition is satisfied, the Redemption will be irrevocable and the Notes will, on the Redemption Date, be redeemed at a price per Note equal to 101.560 per cent of the Nominal Amount. Any accrued and unpaid interest will also be paid in respect of the Notes in accordance with the Terms and Conditions.
The redemption amount (together with accrued but unpaid interest) will be paid on the Redemption Date to each person who is registered as owner of Notes in the debt register maintained by Euroclear Sweden AB at end of business on the Record Date, being 24 September 2024.
In connection with the Redemption, the Notes will be delisted from Nasdaq Stockholm.
This conditional notice of early voluntary redemption is irrevocable and is governed by Swedish law. This notice is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Issuer.
- CONTACT DETAILS
For further information or questions to the Issuer, please contact:
Erik Ranje, CEO
Tel. no.: +46 703 08 52 09
E-mail: erik.ranje@stendorren.se
Per-Henrik Karlsson, CFO
Tel. no.: +46 721 58 70 92
E-mail: per-henrik.karlsson@stendorren.se
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Stockholm, 5 September 2024
Stendörren Fastigheter AB (publ)