Samhällsbyggnadsbolaget i Norden AB: SBB publishes information document regarding the share issue under the buy-back offer

By Modular Finance13 hours ago Updated

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SWITZERLAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES. SEE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Samhällsbyggnadsbolaget i Norden AB (publ) (the “Company” or “SBB”) has today published an information document regarding the directed new issue of ordinary shares of Series B with payment by way of set-off which is intended to be carried out as part of the proposed buy-back offer (the “Buy-back Offer”) for all of the Company’s outstanding ordinary shares of Series D, which the Company announced on 15 September 2026. The Series D shares which are not sold in the Buy-back Offer are intended to be redeemed through a mandatory redemption (the “Redemption”). An extraordinary general meeting on 23 October 2026 will resolve on the proposed Buy-back Offer and Redemption.

The information document, which has been prepared in accordance with Article 1.4(db) and Annex IX of the EU’s Prospectus Regulation, was registered with the Swedish Financial Supervisory Authority today and is available at SBB’s website (www.sbbnorden.se).

Indicative timetable for the Buy-back Offer and Redemption.
23 October 2026	Extraordinary general meeting held
27 October 2026	The acceptance period for the Buy-back Offer begins
10 November 2026	The acceptance period for the Buy-back Offer closes
11 November 2026	Final outcome of the Buy-back Offer is announced and the Board of Directors resolves on a set-off issue of B shares reflecting the outcome of the Buy-back Offer
16 November 2026	Consideration under the Buy-back Offer is paid
23 November 2026	Record date for Redemption
26 November 2026	Consideration under the Redemption is paid and the D shares are deregistered from Euroclear as well as delisted from Nasdaq Stockholm

Additional information
As previously announced, the D shares which are not sold in the Buy-back Offer are intended to be redeemed through the Redemption. More information about the Buy-back Offer, the share issue and the Redemption is presented in the information document as well as the press release regarding the Buy-back Offer which the Company announced on 15 September 2026 and the notice of the EGM which the Company announced on 29 September 2026.

Participation in the Buy-back Offer and the share issue is subject to restrictions in certain jurisdictions according to law and other regulations. The access to this press release and the information document is therefore restricted for residents of certain jurisdictions due to regulatory reasons.

Advisers
SBB has appointed DNB Carnegie Investment Bank as its financial adviser, Gernandt & Danielsson Advokatbyrå as its legal adviser and KPMG to provide a fairness opinion.

About Us
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) invests in social infrastructure in the Nordic region. SBB develops and owns companies with the aim of creating leading companies within their respective business areas. The company holds significant ownership interests in a number of listed and unlisted companies, and conducts its operations through both direct and indirect management of assets within community service properties and residential real estate. SBB works continuously to develop and realize value over time, taking into account both financial returns and social benefit. The Company’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm. Further information about SBB is available at www.sbbnorden.se.

IMPORTANT INFORMATION
This press release contains important information which should be read carefully before any decision is made with respect to the Buy-back Offer. If any holder is in any doubt as to the action it should take or is unsure of the impact of the Buy-back Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any holder whose securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Buy-back Offer. Neither the Company nor DNB Carnegie Investment Bank (the “Financial Adviser”) nor their respective directors, employees or affiliates makes any recommendation as to whether holders should participate in the Buy-back Offer.

Offer and Distribution Restrictions
This press release does not constitute an invitation to participate in the Buy-back 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 press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required by each of the Company and the Financial Adviser to inform themselves about and to observe any such restrictions.

United States
The Buy-back Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this press release and any other documents or materials relating to the Buy-back Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and securities cannot be tendered in the Buy-back Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of securities in the Buy-back Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

The Buy-back Offer is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.

Each holder of securities participating in the Buy-back Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Buy-back Offer from the United States, or it is acting on a nondiscretionary basis for a principal located outside the United States that is not giving an order to participate in the Buy-back Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, “United States” means 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.

General
Neither this press release nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell securities (and tenders of securities for purchase pursuant to the Buy-back Offer 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 Buy-back Offer to be made by a licensed broker or dealer and the Financial Adviser or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Buy-back Offer shall be deemed to be made by such affiliate, as the case may be, in such jurisdiction.

Further, the Buy-back Offer does not constitute or form part of (i) a prospectus within the meaning of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public and admitted to trading on a regulated market, and repealing Directive 2003/71/EC, nor (ii) a tender offer document as referred to in Chapter 2 a of the Swedish Financial Instruments Trading Act (Sw. lag om handel med finansiella instrument (1991:980), as amended). Each holder participating in the Buy-back Offer will be deemed to give certain other representations in respect of the other jurisdictions referred to above and generally as set out in the buy-back form for participating in the Buy-back Offer available from the Financial Adviser. Any tender of securities for purchase pursuant to the Buy-back Offer from a holder that is unable to make these representations will not be accepted.

The Company reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of securities for purchase pursuant to the Buy-back Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender or submission may be rejected.