Genova Property Group - Tender Offer (SE) - SE0014808820 - Results and New Issuance

Genova successfully issues new green bonds, announces the result of the tender offer and exercises its right to make an early redemption of existing bonds

08 NOVEMBER 2023

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

"Genova Property Group AB (publ) (the "Company” or "Genova”) has successfully issued senior unsecured green bonds (the “New Green Bonds”) in an initial amount of SEK 500 million and announces the results of the tender offer (the “Tender Offer”) to the holders of Genova’s existing senior unsecured floating rate green bonds with ISIN SE0014808820 maturing in September 2024 and with an outstanding amount of SEK 722.5 million (the “Outstanding Bonds”). The Tender Offer expired at 12:00 CET on 8 November 2023. The Tender Offer has been accepted by holders of the Outstanding Bonds representing a total nominal amount of SEK 547.5 million. Genova will complete the Tender Offer and accepts all tendered Outstanding Bonds for purchase. Settlement for the Tender Offer is expected to occur on 16 November 2023.

"Genova has now managed all of our bond maturities 2023, with the result that the next bond maturity will not occur until November 2026. The total bond debt has decreased from approximately SEK 1,300 million to SEK 500 million with a positive effect on net financial income and earnings. The focus going forward remains on securing the balance sheet and to ensure good liquidity," comments Michael Moschewitz, CEO of Genova.

The Tender Offer was made on the terms and subject to the conditions set out in a tender information document dated 27 October 2023 (the “Tender Information Document”)

The New Green Bonds were issued under a total framework of SEK 750 million, carries a floating interest rate of 3m Stibor + 595 basis points and will mature in November 2026. Genova intends to apply for admission to trading of the New Green Bonds on the sustainable bond list of Nasdaq Stockholm.

In accordance with Genova's notice of conditional early redemption of the Outstanding Bonds published on 27 October 2023, Genova intends, subject to the conditions therein being met, to exercise its right to early redemption. The Outstanding Bonds will, upon such early redemption, be fully repurchased at a price corresponding to 102.25 percent of the nominal amount plus accrued and unpaid interest, and the settlement date for such early redemption is expected to be 24 November 2023.

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

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Genova announces the expiration time for the tender offer - SE0014808820

08 NOVEMBER 2023

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

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"In accordance with the Tender Information Document, the Company hereby announces that the Tender Offer will expire today 8 November 2023, upon book close of the book building process for the New Green Bonds, unless the Tender Offer is extended, re-opened, withdrawn or terminated at the sole and absolute discretion of the Company. The settlement of the Tender Offer is expected to occur on 16 November 2023. The Tender Offer remains conditional upon the consummation of the issue of the New Green Bonds (as defined in the Tender Information Document).

Nordea Bank Abp and Swedbank AB (publ) have been mandated as dealer managers for the tender offer. Gernandt & Danielsson Advokatbyrå KB have been mandated as legal advisor. The tender information document is available on the following link: https://genova.se/investors/bonds/.

For further information, please contact: CEO, Michael Moschewitz, mobile +46 (0)70-713 69 39, michael.moschewitz@genova.se. "

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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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