SIBS AB (publ) (the "Company" and together with its subsidiaries, the "Group") has instructed the agent for the Company's outstanding SEK 1,000,000,000 senior unsecured bonds with ISIN SE0023112487 (the "Bonds") to initiate a written procedure to request to amend the terms and conditions of the Bonds (the "Terms and Conditions).
The Company has reached an agreement with, and received voting undertakings from, bondholders representing approximately 67.5 per cent. of the outstanding amount under the Bonds (the "Relevant Bondholders") to vote in favour of the request and is thus expecting that the written procedure will be approved.
The amendments (the "Amendments") agreed upon includes, amongst other things (a) removing the framework of SEK 2,000 million so that no subsequent Bonds may be issued, (b) amending the maintenance test so that the Company shall ensure that (i) the minimum cash of the Company is at least SEK 50 million and that the minimum cash of the Group is at least SEK 200 million and (ii) the equity of the Company is at least SEK 500 million from 30 June 2025 until 31 December 2025 and SEK 750 million from 31 March 2026 and thereafter, (c) a change in the coupon which will increase to (i) 7.25 per cent. from (but excluding) 31 December 2025 to 30 June 2026 and (ii) 7.75 per cent. from (but excluding) 30 June 2026 to the final redemption date of the Bonds if the Company has not redeemed Bonds in a nominal amount of SEK 150 million at a price per Bond equal to 100 per cent. of the nominal amount, in each case provided that the floating rate margin will be re-adjusted back to 6.75 per cent. (being the current floating rate margin applicable to the Bonds) if the Company redeems and/or purchases Bonds in a nominal amount of not less than SEK 500 million subject to a tender offer made to all bondholders at a price equal to 100 per cent. of the nominal amount per Bond, (d) additions and amendments to the "Permitted Debt" definition to assure increased financial flexibility for the Group, and (e) amending the Bonds from being unsecured to being secured, initially by security over the shares in Sveaviken Bostad AB and all intragroup loans from the Company to Sveaviken Bostad AB (the "Transaction Security") and subsequently, subject to certain conditions, certain intellectual property rights (either directly or indirectly). Further, the agreement with the Relevant Bondholders includes that the Group may, during the interim until the Amendments have become effective, undertake such actions and/or transactions which would have been permitted if the Amendments to the Terms and Conditions were effective.
If the proposal set out in the written procedure is duly adopted by a requisite majority participating in the written procedure and voting for the Proposal, the Company will, as part of the agreement with the Relevant Bondholders, pay a consent fee in an amount equal to 2.00 per cent. of the nominal amount of each Bond in accordance with the terms and subject to the conditions specified in the notice of the written procedure. Further the effectiveness of the Amendments will be conditional upon the Company obtaining SEK 300 million in subscription undertakings for a rights issue and granting the Transaction Security. As announced by way of press release on 11 May 2025, the Company has obtained SEK 300 million in subscription undertakings for a rights issue to be resolved upon at the upcoming annual general meeting.
The agent will deliver the notice of a written procedure to all bondholders on 14 May 2025. The written procedure will end on 3 June 2025. To be eligible to participate in the written procedure a holder must fulfil the formal criteria for being a bondholder on 20 May 2025. This means that the holder must be registered on a securities account with Euroclear Sweden AB as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds.
For more information, please contact:
Johan Dufvenmark, CFO/IR Contact
jd@sibs.se
+46 70-597 43 75
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This information is the kind of inside information that SIBS AB (publ) is obliged to make public in accordance with the EU Market Abuse Regulation and the Swedish Securities Market Act. The information was submitted for publication, through the contact person above, at 2.30 pm CEST on 14 May 2025. |
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SIBS AB was founded in 2016 and is today one of the world's leading modular building manufacturers. With a scalable capacity of up to around 6 000 homes per year, we deliver sustainable, high-quality homes adapted to local conditions. SIBS has the entire integrated value chain for industrial construction within the group – from design and configuration in its own building system, industrial production in its own factories and onsite assembly/finalization. With the help of digitalization and technology, we set a new standard in the construction industry. SIBS bond is listed on Nasdaq Stockholm. Read more at www.sibs.se.
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