Genova Property Group - Tender Offer (SE) - SE0014808820 - Launch

Genova contemplates to issue new green bonds and announces a voluntary tender offer under outstanding bond loan 2020/2024 prior to a contemplated early redemption of the bond loan - SE0014808820

27 OCTOBER 2023

Full announcement including disclaimers and offer restrictions available via Genova Property Group

"Genova Property Group AB (publ) (the "Company” or "Genova”) has mandated Nordea Bank Abp and Swedbank AB (publ) as joint bookrunners to arrange debt investor meetings from and including 6 November 2023 to investigate the possibility to issue new senior unsecured green bonds denominated in SEK with an expected issue amount of SEK 500 million and an expected tenor of 3 years under a total framework amount of SEK 750 million (the "New Green Bonds”). A capital market transaction may follow, subject to, among other things, prevailing market conditions.

In connection with the contemplated transaction, Genova invites the holders of the Company’s outstanding bonds 2020/2024 with ISIN SE0014808820 (the "Outstanding Bonds”) to participate in a tender offer in which the Company will repurchase any and all Outstanding Bonds for cash (the “Tender Offer”) at a price of 102.25 per cent. of the nominal amount for the Outstanding Bonds plus accrued and unpaid interest. The Outstanding Bonds will be repurchased subject to the terms described in the tender information document dated 27 October 2023 (the ”Tender Information Document”).

Holders of Outstanding Bonds who accept the Tender Offer may be eligible to receive a priority in the allocation of the New Green Bonds, subject to the terms set out in the Tender Information Document. The Tender Offer is conditional upon the consummation of the issue of the New Green Bonds. The Tender Offer expires upon book close of the book building process for the New Green Bonds, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. The Company will announce the expiration date for the Tender Offer in connection with the opening of the book building process for the New Green Bonds.

The Company has also today sent a conditional notice of early redemption to all holders of the Outstanding Bonds. All Outstanding Bonds will be redeemed early in accordance with the terms and conditions for the Outstanding Bonds, conditional upon a successful issue of the New Green Bonds. If the condition is fulfilled, the redemption date will be 24 November 2023 and the Outstanding Bonds will be redeemed at an amount equal to 102.25 per cent. of the nominal amount plus accrued and unpaid interest.

The Tender Information Document and the notice of early redemption are available on the following link: https://genova.se/investors/bonds/.

The Company has mandated Nordea Bank Abp and Swedbank AB (publ) to act as arrangers and joint bookrunners in respect of the issuance of the New Green Bonds and as dealer managers for the Tender Offer. Gernandt & Danielsson Advokatbyrå KB acts as legal advisor."

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