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) 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 years and an expected amount of SEK 750,000,000 to 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 2019/2024 senior unsecured bond framework due 2024 with ISIN SE0012728830 (the “Bonds”) and for general corporate purposes.
In conjunction with the potential issue of New Bonds, Stillfront is offering holders of the Bonds to tender any and all of their Bonds for purchase by Stillfront for cash (the “Tender Offer”) at the purchase price set out below, plus accrued and unpaid interest. The Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 4 September 2023 (the “Tender Information Document”).
Description of the Bonds / ISIN / Outstanding Amount / Minimum Denomination / Purchase Price
2019/2024 Sr. Unsec. FRN / SE0012728830 / SEK 1,000,000,000 / SEK 1,250,000 / 100.950%
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The Tender Offer expires at 12:00 CEST on 7 September 2023, unless extended, re-opened, withdrawn or terminated at the sole discretion of Stillfront.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 14 September 2023. Stillfronts repurchase of 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 Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document. Subject to a successful issuance of the New Bonds and disbursement of the net proceeds from such issuance, Stillfront will exercise its call option under the terms and conditions of the Bonds in respect of Bonds which are not repurchased through the Tender Offer, at a call option price of 100.950% of the nominal amount of such Bonds.
Stillfront has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) as joint arrangers and bookrunners 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