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Samhällsbyggnadsbolaget I Norden AB (publ) - Tender Offer (uMDA) - Launch
SAMHÄLLSBYGGNADSBOLAGET I NORDEN AB (PUBL) ANNOUNCEMENT OF TENDER OFFERS - XS2010032618 - XS2272358024 - XS2010028186 - XS2438632874 - XS1993969515 - XS2597112155 - XS2049823680 - XS2114871945 - XS2271332285 - XS2346224806 - XS2151934978
16 NOVEMBER 2023
Full announcement, including disclaimers and offer/disribution restrictions can be found at Euronext
"Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") announces today its invitations to holders of the outstanding securities set out in the table below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms set out in the tender offer memorandum dated 16 November 2023 (the "Tender Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions (as defined below) and the other conditions described in the Tender Offer Memorandum. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offers
A summary of certain terms of the Offers appears below:
...
Rationale for the Offers
The purpose of the Offers in respect of the Securities is, amongst other things, to proactively manage the Offeror's balance sheet. Simultaneously, the Offers will enable the Offeror to manage its overall wholesale funding level and better optimise its future interest expense.
In September 2023, the Offeror announced that it had agreed to sell approximately 1.16 per cent. of its shareholding in its education subsidiary SBB EduCo AB ("EduCo") to Brookfield Super-Core Infrastructure Partners, and that EduCo would concurrently effect a partial repayment of an inter-company loan to the Offeror (the "EduCo Transaction"). The Educo Transaction is currently expected to complete before the Settlement Date.
The acceptance of Securities for purchase pursuant to the Offers and the settlement of the Offers is conditional upon the successful completion (in the sole determination of the Offeror) of the EduCo Transaction and certain other conditions, all as further described below in "Terms and Conditions of the Offer - Transaction Conditions".
The Offeror intends to use the proceeds received from the EduCo Transaction to fund in part the total purchase consideration for Securities validly tendered and accepted by the Offeror for purchase pursuant to the Offers.
Securities repurchased by the Offeror pursuant to the Offers will be cancelled. Securities which have not been validly tendered and/or accepted for purchase by the Offeror pursuant to the Offers will remain outstanding after the Settlement Date."
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****PREVIOUS OFFERS BELOW****
ANNOUNCEMENT OF RESULTS
Link to EURONEXT for announcement.
"The Offeror today announces that it will accept for purchase EUR 631,017,100 (with the relevant amounts converted, where applicable, into euro at the Applicable Exchange Rate) in aggregate principal amount of Securities validly tendered pursuant to the Offers."
See announcement for results by ISIN.
Previous launch details below:-
"Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") announces today its invitations to holders of the outstanding securities set out in the [tables] below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms and subject to the conditions set out in the tender offer memorandum dated 9 November 2022 (the "Tender Offer Memorandum") prepared by the Offeror. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
XS2010032618/XS2272358024/XS2010028186/XS2066041661/XS2124186508/XS2078737306/
XS2000538699/XS2203994517/XS2290558282/XS2050862262/XS2438632874/XS2085870728/
XS1993969515/XS1997252975/XS2461738770/XS2194790429/XS2223676201/XS2275409824
Rationale for the Offers
The purpose of the Offers in respect of the Hybrid Securities is, amongst other things, to proactively manage the Offeror's layer of hybrid capital - through the transaction, the Offeror expects to reduce its hybrid capital portfolio by up to EUR 150,000,000.
The purpose of the Offers in respect of the Senior Securities is, amongst other things, to proactively manage the Offeror's balance sheet."
Full announcement available via Euronext.
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