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 Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) 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 4.5 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 1,500,000,000 bonds issued under the 2021/2025 senior unsecured bond framework due 2025 with ISIN SE0015961065 (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 18 March 2024 (the “Tender Information Document”).
Description of the Bonds / ISIN / Outstanding Amount / Minimum Denomination / Purchase Price
2021/2025 Sr. Unsec. FRN / SE0015961065 / SEK 1,500,000,000 / SEK 1,250,000 / 100.9625%
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The Tender Offer expires at 12:00 CET on 20 March 2024, unless extended, re-opened, withdrawn or terminated at the sole discretion of Stillfront.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 27 March 2024. 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 further announces that it exercises its right to make a voluntary early redemption of the Existing Bonds which are not repurchased through the Tender Offer (the “Early Redemption”). The Early Redemption is conditional upon a successful issuance of the New Bonds and disbursement of the net proceeds from such issuance. The Existing Bonds will be redeemed at a call option price of 100.9625% of the nominal amount of such Existing Bonds plus accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the settlement date of the Early Redemption, which is expected to occur on 15 April 2024. The redemption amount will be paid to each person who is registered as owner of Existing Bonds as of the record date, being 8 April 2024, in the debt register maintained by Euroclear Sweden. In connection with the early redemption, the Existing Bonds will be delisted from the corporate bond list of Nasdaq Stockholm. A notice of the early redemption will be sent to directly registered owners of the Existing Bonds in the debt register as of 15 March 2024.
Stillfront has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) 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 Markets, a part of DNB Bank ASA, Sweden Branch: +47 23 26 80 99, bond.syndicate@dnb.no
Nordea Bank Abp: +45 6161 2996, NordeaLiabilityManagement@nordea.com
Swedbank AB (publ): +46 8 700 90 22, liabilitymanagement@swedbank.se