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Vestum AB (publ) - Tender Offer (SE) - Launch

Vestum contemplates issuance of senior unsecured bonds and announces a conditional bond tender offer - SE0016844526

06 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Vestum AB (publ)


"Vestum AB (publ) (”Vestum”) has mandated Danske Bank A/S, Danmark, Sverige Filial, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) as joint bookrunners to arrange bond investor meetings commencing today 6 October 2023, to explore the conditions to issue a senior unsecured bond loan. Subject to market conditions, a bond issue with a tenor of 2.5 years and an expected volume of SEK 600,000,000 (the “New Bonds”) within a framework of SEK 1,000,000,000 may follow.


The proceeds of the contemplated bond issue will be used to, firstly, repurchase Vestum’s outstanding 2021/2024 bonds (the ”Existing Bonds”) which currently have an outstanding volume of SEK 1,500,000,000 and, secondly, for general corporate purposes (including acquisitions and investments). Vestum 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 participated in the Tender Offer (as defined below), subject to the terms set out in the Tender Information Document (as defined below).


In conjunction with the contemplated new issue, Vestum has today announced a conditional offer to holders of Existing Bonds, to repurchase Existing Bonds for cash at a price of 100.75 per cent of the nominal amount plus accrued and unpaid interest (the “Tender Offer”). The Tender Offer is subject to the terms described in the tender information document dated 6 October 2023 and which is available on Vestum’s website (the ”Tender Information Document”). The Tender Offer is in its entirety conditional upon, among other things, a successful issue of the New Bonds and the amount that Vestum intends to use for repurchases under the Tender Offer will not exceed the proceeds from the New Bonds.


The Tender Offer expires at 12:00 CEST 11 October 2023, unless extended, re-opened, withdrawn or terminated at the sole discretion of Vestum. Settlement of the Tender Offer is expected to occur on or around 18 October 2023."


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Full TIM available via Vestum AB (publ)


"Vestum AB (publ), reg. no. 556578-2496 (the “Issuer”) today announces its invitation to the holders of the bonds described under the heading “Purchase price” below (the “Bonds”) (including any beneficial owners who hold their Bonds via nominees or custodians) (the “Bondholders”) to tender their Bonds for purchase by the Issuer for cash (the “Tender Offer”) up to a nominal amount equal to the Transaction Cap (as defined below), subject to the satisfaction of the New Financing Conditions (as defined below) being met. The Issuer has appointed Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”), Skandinaviska Enskilda Banken AB (publ) (“SEB”) and Swedbank AB (publ) (“Swedbank”) to act as dealer managers (the “Dealer Managers”) in connection with the Tender Offer.


In connection with the Tender Offer, the Issuer intends to issue new SEK denominated unsecured floating rate bonds in an expected initial amount of SEK 600,000,000 (the “New Bonds”) under a total framework of SEK 1,000,000,000 with ISIN SE0020996890, subject to market conditions. The Issuer has mandated Danske Bank, SEB and Swedbank as joint arrangers and bookrunners in respect of the issuance of the New Bonds. The Issuer intends to fully or partly use the net proceeds from the New Bonds to finance the Tender Offer.


The Tender Offer is made on the terms and conditions set out in this tender information document. Purchase price Subject to the terms and conditions set out in this tender information document and the applicable minimum denomination in respect of the Bonds, the Issuer offers to purchase Bonds at the purchase price set out below (the “Purchase Price”):

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"Purpose of the Tender Offer


The Tender Offer is being made as part of the Issuer’s commitments to exercise active management of its balance sheet and to provide Bondholders with liquidity in conjunction with the issuance of New Bonds and to diversify its debt maturity profile."


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