NP3 Fastigheter issues green notes of SEK 500 million and announces the result of the voluntary conditional tender offer for certain outstanding notes
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, 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 DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.
NP3 Fastigheter AB (publ) (the ”Issuer” or ”NP3”) has issued new senior unsecured green notes of SEK 500,000,000 under the Issuer’s existing MTN programme (the “New Green Notes”) and announces the result of the voluntary conditional tender offer (the “Tender Offer”) directed to holders of the Issuer’s outstanding notes maturing on 14 December 2026 with ISIN SE0020847424 (the “Existing Notes”) announced by way of press release on 25 May 2026.
The New Green Notes have a tenor of 3 years with maturity date in June 2029 and a floating interest rate of 3 months Stibor plus 200 basis points. The Issuer intends to apply for admission to trading of the New Green Notes on Nasdaq Stockholm’s sustainable bond list.
An amount corresponding to the net issue proceeds from the New Green Notes will be used in accordance with the Issuer’s green finance framework dated April 2026, which means financing or refinancing of green properties and investments in energy efficiency, and refinancing of the Existing Notes.
The Tender Offer expired at 14:00 CEST on 27 May 2026 and was made in accordance with the terms and conditions described in a tender information document dated 25 May 2026 (the “Tender Information Document”). Tenders of a total nominal amount of SEK 67,500,000 have been received from holders of Existing Notes. Subject to the conditions in the Tender Information Document, NP3 accepts all tender applications for the Existing Notes with a total nominal amount of SEK 67,500,000. NP3’s acceptance of Existing Notes validly tendered for repurchase pursuant to the Tender Offer is conditional upon, inter alia, the successful settlement of the issuance of the New Green Notes.
The Issuer intends to complete the Tender Offer and the price in the Tender Offer is 100.00 per cent. of the nominal amount for the Existing Notes plus accrued and unpaid interest for the Existing Notes. Settlement of the Tender Offer is expected to occur on or around 5 June 2026. The Existing Notes will be repurchased in accordance with the terms and conditions described in the Tender Information Document.
In accordance with NP3’s press release on 25 May 2026, the Issuer will redeem the Existing Notes not tendered in the Tender Offer in full at a price corresponding to 100.00 per cent. of the nominal amount plus any accrued and unpaid interest, in accordance with the terms and conditions for the Existing Notes (the “Redemption”). The Existing Notes that have not been tendered in the Tender Offer will be redeemed on 15 June 2026 (the “Redemption Date”) at a price equal to 100.00 per cent. of the nominal amount of the Existing Notes plus any accrued and unpaid interest (the “Redemption Price”). The Redemption Price, including any accrued and unpaid interest, will be paid to each person who is registered as owner of Existing Notes in the debt register maintained by Euroclear Sweden AB (“Euroclear”) at the close of business on 8 June 2026. The Redemption is conditional upon the completion of the issuance of the New Green Notes (including settlement), as further described in the Notice of Conditional Redemption (as defined below).
The Existing Notes will be delisted from Nasdaq Stockholm’s sustainable bond list in connection with the Redemption.
A notice of conditional redemption (the “Notice of Conditional Redemption”) was sent on 25 May 2026 to directly registered owners of the Existing Notes in the debt register maintained by Euroclear as of 22 May 2026. The Issuer will announce by way of press release whether the conditions for the Redemption are satisfied or otherwise waived.
For more information about the Tender Offer, please contact the dealer managers.
SB1 Markets, filial i Sverige and Danske Bank A/S, Danmark, Sverige Filial have acted as dealer managers and joint bookrunners in connection with the issue of the New Green Notes and the Tender Offer and Snellman Advokatbyrå AB has acted as legal counsel in the transactions.
Dealer Managers
SB1 Markets: [email protected]
Danske Bank: [email protected]