NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS PRESS RELEASE
Nyfosa AB (“Nyfosa” or the “Company”) has mandated Skandinaviska Enskilda Banken AB (publ) (”SEB”) and Swedbank AB (publ) (”Swedbank”) as arrangers and joint bookrunners to arrange a series of investor meetings in order to explore the possibility to issue a three year, green, senior unsecured floating rate bond (the “New Green Bonds”). Subject to market conditions, a capital markets transaction may follow.
In conjunction with the contemplated issue of the New Green Bonds, Nyfosa will offer holders of the bonds with ISIN SE0012569655 and maturity in May 2022 (the “Bonds”) to participate in a tender offer for cash where Nyfosa repurchases the Bonds at a price of 100.20% of the nominal amount plus accrued but unpaid interest (the “Tender Offer”). Holders of the Bonds that participate in the Tender Offer will be prioritized in the allocation of the New Green Bonds, subject to the conditions stated in the Tender Information Document (as defined below).
The Tender Offer expires at 12:00 CET on 23 February 2022 unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. Settlement of the Tender Offer is expected to occur on or about 2 March 2022 and is expected to, as far as possible, coincide with the settlement of the New Green Bonds. The Tender Offer is conditional upon a successful issue of the New Green Bonds and the conditions described in the Tender Information Document (as defined below).
Further information regarding the Tender Offer is available in a document dated 21 February 2022 ("Tender Information Document") which is available in English at Nyfosa’s webpage, www.nyfosa.se.
Subject to successful issuance of the New Green Bonds, Nyfosa intends to on 23 February 2022 announce an early call in accordance with the terms and conditions of the Bonds, and thereby use its right to an early call of the Bonds that have not been repurchased under the Tender Offer. The Bonds will then be called at a price corresponding to 100 per cent. of the nominal amount plus accrued but unpaid interest.
SEB and Swedbank have been mandated to act as arrangers and joint bookrunners in connection with an issue of New Green Bonds and as dealer managers in connection with the Tender Offer. Advokatfirman Cederquist KB has acted as legal counsel to the Company in connection with the New Green Bonds and the Tender Offer.
Dealer Managers:
SEB: +46 (0)8 506 230 61, [email protected]
Swedbank: +46 (0)8 700 90 22, [email protected]