NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW
Stillfront Group AB (publ) (“Stillfront”) has mandated DNB Carnegie Investment Bank AB, Nordea Bank Abp and SB1 Markets, filial i Sverige to arrange a series of credit investor meetings to explore the possibility of issuing floating rate senior unsecured bonds under a total framework of SEK 2,000,000,000, with an expected tenor of 4 years and an expected amount of SEK 1,000,000,000 (the “New Bonds”), subject to prevailing market conditions. The proceeds from the contemplated issue will be used to refinance the outstanding SEK 1,000,000,000 bonds issued under the 2023/2027 senior unsecured bond framework with maturity in 2027, ISIN SE0020846624 (the “Existing Bonds”) and for general corporate purposes.
In conjunction with the potential issue of New Bonds, Stillfront is offering holders of the Existing Bonds to tender any and all of their Existing Bonds for purchase by Stillfront for cash (the “Tender Offer”) at the purchase price set out below, plus accrued and unpaid interest. The Existing Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 24 March 2026 (the “Tender Information Document”).
Description of the Bonds / ISIN / Outstanding Amount / Minimum Denomination / Purchase Price
2023/2027 Senior Unsecured FRN / SE0020846624 / SEK 1,000,000,000 / SEK 1,250,000 / 101.3825%
The full terms and conditions of the Tender Offer can be found in the Tender Information Document, which is available in the following link: https://www.stillfront.com/en/funding/
The Tender Offer expires at 12:00 CET on 27 March 2026, unless extended, re-opened, withdrawn or terminated at the sole discretion of Stillfront. Settlement of the Tender Offer is expected to occur at or around 7 April 2026. Stillfront’s repurchase of Existing Bonds is conditional upon a successful issue of New Bonds (including receipt of proceeds). Stillfront 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, prior to such allocation, validly tendered Existing Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.
Stillfront has mandated DNB Carnegie Investment Bank AB, Nordea Bank Abp and SB1 Markets, filial i Sverige as joint bookrunners and arrangers in respect of the issuance of the New Bonds, and as dealer managers for the Tender Offer.
Dealer Managers:
DNB Carnegie Investment Bank AB: bond.syndicate@dnbcarnegie.no
Nordea Bank Abp: nordealiabilitymanagement@nordea.com
SB1 Markets filial i Sverige: dcm.liability.management@sb1markets.com
