Zengun Group AB (publ) contemplates issuing new senior secured sustainability-linked bonds, announces a tender offer of the outstanding bonds and provides a financial update

Zengun Group AB (publ) ("Zengun" or the "Company", and together with its subsidiaries the "Group") today announces that Carnegie Investment Bank AB (publ) has been mandated as 'Global Coordinator' and 'Joint Bookrunner' and Nordea Bank Abp as 'Joint Bookrunner' to arrange meetings with bond investors starting on 17 January 2024, to explore the possibility of issuing SEK denominated senior secured sustainability-linked bonds with an initial issue amount of SEK 400 million under a framework of SEK 600 million and with a maturity of 4 years (the "New Bonds"). A capital market transaction may follow, subject to, among other things, prevailing market conditions.

The proceeds from the New Bonds will be used to refinance Zengun's outstanding senior secured bonds of a total of SEK 600 million with maturity on 19 October 2024 and with ISIN SE0014991220, of which SEK 175 million are held by the Company (the "Outstanding Bonds").

In conjunction with the contemplated issue of the New Bonds, Zengun has today announced an invitation to holders of the Outstanding Bonds, to tender any and all of their Outstanding Notes for purchase by the Company for cash at a price of 101.750 per cent. of the nominal amount together with any accrued and unpaid interest (the “Tender Offer”). The Outstanding Notes will be repurchased subject to the terms described in the tender information document dated 17 January 2024, which is available on the Company’s website via the link below (the “Tender Information Document”).

The Tender Offer expires upon book close of the book building process for the New Bonds, unless extended, reopened, withdrawn or terminated at the sole discretion of the Company. The Company will announce the expiration date as soon as practicable after the book building process for the New Bonds has opened. Settlement of the Tender Offer is expected to occur on or around ten business days following book close of the New Bonds. Zengun’s repurchase of any Outstanding Bonds is conditional upon a successful issue of the New Bonds and subject to the terms in the Tender Information Document. The Company will, in connection with the allocation of the New Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Bonds has, prior to such allocation, validly tendered Outstanding Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.

The Repurchase Document is available on Zengun's website via the following link: https://zengun.se/sv/bond24/

Zengun further intends to exercise its right to make an early redemption of the Outstanding Bonds not being tendered in the Tender Offer, in accordance with the terms and conditions of the Outstanding Bonds and conditional upon a successful issue of New Bonds (including receipt of proceeds). The Outstanding Bonds will in such an early redemption event be redeemed at a price equal to 101.750 per cent. of the nominal amount together with any accrued and unpaid interest.

Zengun hereby provides selected consolidated financial information for the Group as of 31 December 2023, which has been compiled by the Company as part of the preparations for the intended issue of the New Bonds, see table below. The financial information is unaudited and unreviewed by the Company's auditor.

*In addition to the order book, the Group had a phase 1 order book valued at SEK 2,856 million (1,322) at the end of the year. In these projects, Zengun participates in design, planning and budgeting as consultants to the client with the intention of entering into a construction contract, phase 2.

The Company has engaged Carnegie Investment Bank AB (publ) as ‘Global Coordinator’ and ‘Joint Bookrunner’ and Nordea Bank Abp as ‘Joint Bookrunner’ in connection with the issuance of the New Bonds, and as dealer managers in connection with the Repurchase Offer. Roschier Advokatbyrå AB is legal adviser to the joint bookrunners and dealer managers and Advokatfirman Vinge KB is the Company’s legal adviser.

For more information, please contact:
Mick Salonen, President and CEO, +46 (0) 70 569 66 73
Oskar Björklund, CFO, +46 (0) 79 072 84 57

This information is information that Zengun Group 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 17 January 2024 07.45 CET.

Driving projects drives Zengun. We operate in Stockholm and Mälardalen, in close collaboration with customers and always with the project and people in focus. We help property owners improve their property portfolios in each project by offering know-how and skills as a collaboration and sustainability partner throughout the entire lifespan of the project. We build commercial properties, with a mix of select public-sector properties and residential projects. We take the long term into consideration for our employees, customers and surroundings, and are constantly developing to make each project a reference project. In 2022, Zengun had sales of approximately SEK 2.5 billion and 150 employees. #zengunbyggerstaden