Announcement of results of tender offers
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
SAMHÄLLSBYGGNADSBOLAGET I NORDEN AB (PUBL)
ANNOUNCEMENT OF RESULTS OF TENDER OFFERS
On 5 December 2025, Samhällsbyggnadsbolaget i Norden AB (publ) ("SBB") and Samhällsbyggnadsbolaget i Norden Holding AB (publ) ("SBBH", and together with SBB, the "Offerors" and each an "Offeror") launched invitations to the holders of the outstanding securities set out in the table below (each a "Series" and, together, the "Securities") to tender such securities for purchase by the relevant Offeror for cash, subject to the terms and conditions described in the tender offer memorandum dated 5 December 2025 (the "Tender Offer Memorandum") prepared by the Offerors and subject to the Transaction Conditions and the other conditions described in the Tender Offer Memorandum (each invitation being an "Offer" and, together, the "Offers"). Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers has now passed. No further Securities can be tendered for purchase by the Offerors pursuant to the relevant Offers.
On 16 December 2025, the Offerors announced the successful completion of the SocialCo Transaction. The acceptance of Securities for purchase pursuant to the Offers and the settlement of the Offers remains conditional upon the successful completion (in the sole determination of the Offerors) of the remaining transaction conditions, as fully described in "Further Information and Terms and Conditions - Transaction Conditions" in the Tender Offer Memorandum.
Results of the SBB Offers
SBB today announces that it will accept for purchase the aggregate principal amounts of the relevant Series of Securities validly tendered pursuant to the SBB Offers specified in the tables below, subject to the satisfaction or (if applicable) waiver by the Offerors of the applicable Transaction Conditions on or prior to the Settlement Date.
The final results of the SBB Offers are as follows:
| Securities | ISIN / Common Code | Current Coupon | Aggregate principal amount of such Securities accepted for purchase pursuant to relevant Offer |
| SEK 600,000,000 Floating Rate Green Bonds due January 2027 (the "2027 Floating Rate Securities") | XS2111589219 / 211158921 | 2.750 per cent + 3-month STIBOR per annum* | SEK 43,000,000 |
* Inclusive of the 125 bps coupon step up.
| Securities | ISIN / Common Code | Current Coupon | Applicable Scaling Factor | Series Acceptance Amount | Aggregate principal amount of such Securities accepted for purchase pursuant to relevant Offer |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "January 2025 Hybrid Securities") | XS2010032618 / 201003261 | 4.979 per cent. per annum | Not Applicable | Not Applicable | EUR 0 |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "December 2025 Hybrid Securities") | XS2272358024 / 227235802 | 2.625 per cent. per annum | Not Applicable | Not Applicable | EUR 0 |
| EUR 500,000,000 Subordinated Fixed to Reset Rate Undated Capital Securities (the "October 2026 Hybrid Securities") | XS2010028186 / 201002818 | 2.875 per cent. per annum | Not Applicable | Not Applicable | EUR 0 |
The total purchase consideration for the 2027 Floating Rate Securities (converted into EUR) and the Hybrid Securities validly tendered and accepted for purchase (excluding Accrued Interest Payments in respect of the 2027 Floating Rate Securities) pursuant to the relevant Offers is EUR 3,944,411.32. The total aggregate principal amount of the Hybrid Securities accepted for purchase pursuant to the relevant Offer(s)
is EUR 0.
SBB (in respect of its respective Offers) will also pay, on the Settlement Date (subject to satisfaction or (if applicable) waiver by the Offerors of the applicable Transaction Conditions on or prior to the Settlement Date), an Accrued Interest Payment in respect of such 2027 Floating Rate Securities accepted for purchase pursuant to the relevant SBB Offer.
In respect of the Hybrid Securities accepted for purchase by SBB pursuant to the relevant SBB Offers, SBB will not make any Accrued Interest Payment in respect of such Hybrid Securities or any payment of any Deferred Interest (as defined in the terms and conditions of such Securities).
Results of the SBBH Offers
SBBH today announces that it will accept for purchase the aggregate principal amounts of the relevant Series of Securities validly tendered pursuant to the SBBH Offers specified in the table below, subject to the satisfaction or (if applicable) waiver by the Offerors of the applicable Transaction Conditions on or prior to the Settlement Date.
The final results of the SBBH Offers are as follows:
| Securities | ISIN / Common Code | Current Coupon | Applicable Scaling Factor | Offer Series Acceptance Amount | Aggregate principal amount of such Securities accepted for purchase pursuant to relevant Offer |
| EUR 507,901,000 2.375 per cent. Securities due 4 August 2026 (the "2026 Securities") | XS2962827155 / 296282715 | 2.375 per cent. per annum | Not Applicable | Not Applicable | EUR 32,296,000 |
| EUR 682,803,000 2.250 per cent. Securities due 12 July 2027 (the "2027 Securities") | XS2962827312 / 296282731 | 2.250 per cent. per annum | Not Applicable | Not Applicable | EUR 121,385,000 |
| EUR 663,491,000 0.750 per cent. Securities due 14 November 2028 (the "2028 Securities") | XS2962827585 / 296282758 | 0.750 per cent. per annum | Not Applicable | Not Applicable | EUR 155,376,000 |
| EUR 773,163,000 1.125 per cent. Securities due 26 September 2029 (the "September 2029 Securities") | XS2962827072 / 296282707 | 1.125 per cent. per annum | Not Applicable | Not Applicable | EUR 110,078,000 |
| EUR 154,429,000 5.000 per cent. Securities due 20 October 2029 (the "October 2029 Securities") | XS2962825027 / 296282502 | 5.000 per cent. per annum | Not Applicable | Not Applicable | EUR 14,789,000 |
The total purchase consideration for the SBBH Tender Offer Securities validly tendered and accepted for purchase (excluding Accrued Interest Payments in respect of such Securities) pursuant to the relevant SBBH Offers is EUR 384,246,988.
SBBH (in respect of the SBBH Offers) will also pay, on the Settlement Date (subject to satisfaction or (if applicable) waiver by the Offerors of the applicable Transaction Conditions on or prior to the Settlement Date), an Accrued Interest Payment in respect of such SBBH Securities accepted for purchase pursuant to the relevant SBBH Offers.
Holders who have tendered their Securities for purchase pursuant to the Offer(s) are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Securities to determine whether their tendered Securities have been accepted for purchase by the relevant Offeror.
Subject to satisfaction or (if applicable) waiver by the Offerors of the applicable Transaction Conditions on or prior to such date, the Settlement Date for the Offers is expected to be 22 December 2025.
The Securities that have been tendered but not accepted by the relevant Offeror for purchase pursuant to the relevant Offer shall be unblocked in the relevant Holder's account in the relevant Clearing System.
Dealer Manager:
Goldman Sachs Bank Europe SE (Telephone: +44 20 7774 4836, Attention: Liability Management Group, E-mail: liabilitymanagement.eu@gs.com)
Tender Agent:
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: sbbnorden@is.kroll.com; Offer Website: https://deals.is.kroll.com/sbbnorden)
For further information, please contact:
Helena Lindahl, Treasury Director (Email: ir@sbbnorden.se)
This announcement is released by Samhällsbyggnadsbolaget i Norden AB (publ) and Samhällsbyggnadsbolaget i Norden Holding AB (publ) and contains information that qualified or may have qualified as inside information for the purposes of Article 7(1) of the Market Abuse Regulation (EU) 596/2014, encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Helena Lindahl (Treasury Director), on behalf of Samhällsbyggnadsbolaget i Norden AB (publ) and Samhällsbyggnadsbolaget i Norden Holding AB (publ).
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take or is unsure of the impact of the Offers, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser.
None of the Offerors, the Dealer Manager, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and none of the Dealer Manager, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assume any responsibility for the accuracy or completeness of the information concerning the Securities, the Offers, the Offerors any of their respective affiliates or for any failure by the Offerors to disclose events that may have occurred and may affect the significance or accuracy of such information.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Offerors, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or sell or the solicitation of an offer to sell or buy Securities, and any tender of Securities for purchase pursuant to the Offers will not be accepted from Holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Manager or the Dealer Manager's affiliates is such a licensed broker or dealer in any such jurisdiction, the relevant Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the relevant Offeror in such jurisdiction.