Samhällsbyggnadsbolaget i Norden AB: Announcement of results of exchange offers

On 13 June 2024, Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") launched invitations to holders of certain outstanding securities set out in the table below, to offer to exchange such securities (together, the "Existing Securities" and each series of the Existing Securities being a "Series") for (i) the relevant series of the New Securities (as defined in the Exchange Offer Memorandum) to be issued by Sveafastigheter AB (publ) (the "New Issuer") and (ii) if applicable, a Cash Component, on the terms set out in the exchange offer memorandum dated 13 June 2024 (the "Exchange Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions (as defined in the Exchange Offer Memorandum) and the other conditions described in the Exchange Offer Memorandum (each an "Offer" and together, the "Offers"). Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers remain subject to the offer and distribution restrictions set out in the Exchange Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.

On 19 June 2024, the Offeror announced its intention to make a mandatory settlement of all Deferred Interest in relation to the Hybrid Securities included in the Offers. The settlement of Deferred Interest will occur on 3 July 2024, which is prior to the anticipated settlement of the Offers. Holders of the Hybrid Securities who have submitted Exchange Instructions will therefore be entitled to receive the relevant Deferred Interest payment in respect of their Hybrid Securities. The Offeror also intends to defer accrued interest in respect of the current accrual periods on the Hybrid Securities and there will therefore be no Accrued Interest Payment in respect of any Hybrid Securities accepted for exchange pursuant to the Offers.

The Offeror today announces that it will accept the aggregate principal amount of the relevant Series of Existing Securities validly offered for exchange pursuant to the Offers specified in the table below, subject to the satisfaction or (except in the case of the Sveafastigheter Implementation Steps) waiver of the Transaction Conditions by the Offeror on or prior to the Settlement Date. There will be no pro rata scaling of any offers for exchange that are accepted by the Offeror.   

The final results of the Offers are as follows:

Existing ISIN Current First Maturity Series Accrued
Securities Coupon Optional Date Acceptance Interest
Date Amount Payment
for (per EUR
Redemption 1,000, NOK
/ 1,000,000
First Par or SEK
Call 1,000,000,
Date as
applicable,
in
principal
amount of
the
Existing
Securities)
EUR XS2010032618 2.624 30 January N/A EUR N/A
500,000,000 per 2025 57,430,000
Subordinated cent.
Fixed to per
Reset Rate annum
Undated
Capital
Securities
(the "January
2025 Hybrid
Securities")
EUR XS2272358024 2.625 14 N/A EUR N/A
500,000,000 per December 62,227,000
Subordinated cent. 2025
Fixed to per
Reset Rate annum
Undated
Capital
Securities
(the
"December
2025 Hybrid
Securities")
EUR XS2010028186 2.875 30 October N/A EUR N/A
500,000,000 per 2026 55,058,000
Subordinated cent.
Fixed to per
Reset Rate annum
Undated
Capital
Securities
(the "October
2026 Hybrid
Securities")
SEK SE0013359148 3.500 28 January N/A SEK N/A
1,500,000,000 per 2025 256,000,000
Subordinated cent. +
Perpetual 3
Floating Rate -month
Callable STIBOR
Capital Notes per
(the "January cent.
2025 Capital per
Securities") annum
NOK XS2085870728 4.370 Not 28 NOK 0 N/A
1,000,000,000 per Applicable November
3.12 per cent. 2024
cent. Fixed per
Rate Notes annum
due 28 *
November 2024
(the
"November
2024
Securities")
EUR XS1993969515 3.000 14 October 14 EUR EUR 14.18
550,000,000 per 2024 January 3,747,000
1.750 per cent. 2025
cent. Fixed per
Rate Notes annum
due 14 *
January 2025
(the "January
2025 EUR
Securities")
SEK XS1997252975 3.15 Not Interest SEK SEK
1,100,000,000 per Applicable payment 100,000,000 16,058.25
Floating Rate cent. + date
Notes due 3 falling
January 2025 -month in or
(the "January STIBOR nearest
2025 Floating per to
Rate annum January
Securities") 2025
EUR 5,000,000 XS2597112155 4.500 Not 10 March EUR 0 N/A
4.500 per per Applicable 2025
cent. Notes cent.
due 10 March per
2025 (the annum
"March 2025
Securities")
SEK XS2461738770 2.850 Not Interest SEK 0 N/A
260,000,000 per Applicable payment
Senior cent. + date
Unsecured 3 falling
Floating Rate -month in or
Social Notes STIBOR nearest
due April per to April
2025 (the annum * 2025
"April 2025
Floating Rate
Securities")
NOK XS2194790429 1.990 26 March Interest NOK NOK
800,000,000 per 2025 payment 20,000,000 1,680.00
Floating Rate cent. + date
Bonds due 3 falling
June 2025 -month in or
(the "June NIBOR nearest
2025 Floating per to June
Rate annum 2025
Securities")
NOK XS2223676201 1.650 27 May 27 NOK NOK
700,000,000 per 2025 August 20,000,000 6,879.17
Floating Rate cent. + 2025
Bonds due 3
August 2025 -month
(the "August NIBOR
2025 Floating per
Rate annum
Securities")
SEK XS2275409824 1.170 18 Interest SEK 0 N/A
200,000,000 per September payment
Senior cent. + 2025 date
Unsecured 3 falling
Floating Rate -month in or
Social Bonds STIBOR nearest
due December per to
2025 (the annum December
"December 2025
2025 Floating
Rate
Securities")
EUR XS2049823680 2.375 4 June 4 Septemb EUR EUR 19.79
500,000,000 per 2026 2,400,000
1.125 per cent. e
cent. Notes per r
due 4 annum 2026
September *
2026 (the
"2026
Securities")
SEK XS2111589219 2.750 Not Interest SEK SEK
600,000,000 per Applicable payment 365,000,000 12,171.50
Floating Rate cent. + date
Green Bonds 3 falling
due Jan 2027 -month in or
(the "January STIBOR nearest
2027 Floating per to
Rate annum January
Securities") 2027
EUR XS2114871945 2.250 12 May 12 EUR EUR 20.16
750,000,000 per 2027 August 87,977,000
1.000 per cent. 2027
cent. Notes per
due 12 August annum
2027 (the *
"2027
Securities")
EUR XS2271332285 0.750 14 14 EUR 500,000 EUR 4.18
700,000,000 per September December
0.750 per cent. 2028 2028
cent. Social per
Bonds due 14 annum
December 2028
issued by SBB
Treasury Oyj
("SBB
Treasury")
and
guaranteed by
the Offeror
(the "2028
Securities")
EUR XS2346224806 1.125 26 August 26 EUR EUR 6.82
950,000,000 per 2029 November 5,700,000
1.125 per cent. 2029
cent. Social per
Bonds due 26 annum
November 2029
issued by SBB
Treasury and
guaranteed by
the Offeror
(the "2029
Securities")
EUR XS2151934978 4.250 3 January 3 April EUR 0 N/A
50,000,000 per 2040 2040
2.750 per cent.
cent. Notes per
due 3 April annum
2040 (the *
"2040
Securities")

* inclusive of 125 bps coupon step-up.

For the purposes of offers to exchange:

a. any Existing EUR Securities for New SEK Securities, the Applicable Foreign Exchange Rate (determined in the manner described in the Exchange Offer Memorandum) is EUR 1 = SEK 11.3579; and
b. any Existing NOK Securities for New SEK Securities, the Applicable Foreign Exchange Rate (determined in the manner described in the Exchange Offer Memorandum) is NOK 1 = SEK 0.9958.

The Offeror will, subject to the satisfaction of the Sveafastigheter Implementation Steps, issue New Euro Securities in the aggregate principal amount of EUR 110,900,000 and New SEK Securities in the aggregate principal amount of SEK 412,500,000. Accordingly, the Minimum New Issue Condition is satisfied.

Holders who have offered their Existing Securities for exchange pursuant to the Offers are advised to check with the bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold their Existing Securities to determine whether their offered Existing Securities have been accepted for exchange by the Offeror.

The Existing Securities that have been offered but not accepted by the Offeror for exchange pursuant to the Offers shall be unblocked in the relevant Holder's account in the relevant Clearing System.

Subject to the satisfaction or (except in the case of the Sveafastigheter Implementation Steps) waiver by the Offeror of the Transaction Conditions, the expected Settlement Date in respect of the Offers is 5 July 2024. Full details concerning the Offers are set out in the Exchange Offer Memorandum.

The Offers have now expired and no further Existing Securities can be offered for exchange.

Dealer Managers:

Danske Bank A/S (Telephone: +45 33 64 88 51; Attention: Debt Capital Markets; E-mail: liabilitymanagement@danskebank.dk)

DNB Markets, a part of DNB Bank ASA, Sweden Branch (Attention: Syndicate; E-mail: bond.syndicate@dnb.no)

Skandinaviska Enskilda Banken AB (publ) (Telephone: +44 7 818 426 149; Attention: Liability Management; E-mail: sebliabilitymanagement@seb.se)

Exchange Agent:

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson / Alessandro Zorza; Email: sbbnorden@is.kroll.com;Exchange Offer Website: https://deals.is.kroll.com/sbbnorden)

For further information, please contact:
Helena Lindahl, Treasury Director, ir@sbbnorden.se,press@sbbnorden.se

This information constitutes insider information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 28 June 2024 13:30 CEST.

DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser.

Offer and Distribution Restrictions

The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No offer or invitation to acquire any securities is being made pursuant to this announcement, and no action has been or will be taken in any jurisdiction by the Offeror, SBB Treasury, the New Issuer, the Dealer Managers or the Exchange Agent that would constitute or permit a public offering of the New Securities.