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 ANNOUNCEMENT. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW
Catella AB (publ), (“Catella” or the “Issuer”) today announces the final results of its invitation dated 2 March 2021 to the holders of its outstanding bonds outlined below (together, the “Existing Bonds”) to tender their Existing Bonds for purchase by the Issuer for cash (the “Tender Offer”).
The Tender Offer was made on the terms and subject to the conditions set out in a tender information document dated 2 March 2021 (the “Tender Information Document”), available on the website of the Issuer: www.catella.com/en/investor-relations/prospectus.
At the expiration of the Tender Offer at 12:00 CET on 9 March 2021, valid tender instructions of SEK 549 million in an aggregate nominal amount of Existing Bonds were received pursuant to the Tender Offer. The remaining SEK 201 million of the Existing Bonds will be redeemed, as previously communicated, on 26 March 2021. Details of tendered amount are set out below.
The Issuer furthermore announces that the New Financing Conditions (as defined in the Tender Information Document) have been met and that a total nominal amount of new senior unsecured bonds of SEK 1,250 million with a maturity of 4.0 years have been successfully issued (the “New Bonds”). The interest rate for the New Bonds is 3m STIBOR + 475 bps.
All valid tender instructions received pursuant to the Tender Offer have been accepted for purchase by the Issuer.
The purchase price payable per Existing Bond is as set out below, in addition to which the Issuer will pay an amount equal to any accrued and unpaid interest on the relevant Existing Bonds (in accordance with the applicable terms and conditions of the Existing Bonds):
Description of the bonds / ISIN / Offered Tendered Amount / Accepted Tender Amount / Outstanding Amount after Tender Offer /Purchase Price
2017/2022 Sr Unsec FRN / SE0009994718 / SEK 750,000,000 / SEK 549,000,000 / SEK 201,000,000 / 101.30 %
Settlement of the Tender Offer will occur on or around 17 March 2021. Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via ABG Sundal Collier AB and Nordea Bank Abp (the “Joint Bookrunners” and the “Dealer Managers”). All tendering bondholders should coordinate the trade bookings with their local sales representative immediately.
Information about the Tender Offer may be obtained from the Dealer Managers.
This information is information that Catella AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish securities markets act ((2007:528)). The information was submitted for publication, through the agency of the contact person set out above on 9 March 2021, at 22.30 CET.
This announcement must be read in conjunction with the Tender Information Document. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement.
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, the “Securities Act”) or in any jurisdiction where it is unlawful to release, publish or distribute this document. The Existing Bonds and the New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this document in certain jurisdictions (in particular, the United States, the United Kingdom, France and Italy) may be restricted by law. Persons into whose possession this document comes are required by each of the Issuer and the Dealer Managers to inform themselves about and to observe any such restrictions.
Joint Bookrunners and Dealer Managers
ABG Sundal Collier AB
Nordea Bank Abp
Catella AB (publ)
Catella is a leading specialist in property investments and fund management, with operations in 13 countries. The group has assets under management amounted to SEK 130 billion at the end of the fourth quarter of 2020. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more online at catella.com.