Cibus Nordic Real Estate AB (publ) contemplates the issuance of senior unsecured green notes and launches a tender offer

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 DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW

The proceeds from the issuance of the New Senior Unsecured Notes will be used to finance or refinance green buildings in accordance with Cibus' green bond framework dated May 2020 and to refinance the outstanding SEK Notes as defined below. Links to the green bond framework and second opinion are available below.

Green bond framework: https://www.cibusnordic.com/media/203709/cibus-green-bond-framework-may-2020-final-1.pdf 
Second opinion: https://www.cibusnordic.com/media/203708/cibus-green-bond-framework-second-party-opinion-final-1.pdf

In conjunction with the contemplated new issue, Cibus is offering holders of the Companys outstanding SEK note with ISIN SE0014453130 (the "Notes") to tender Notes for purchase by the Issuer for cash (the "Tender Offer") at a price of 101.85 per cent of the nominal amount plus accrued and unpaid interest. The Notes will be repurchased subject to the terms and conditions described in the tender information document dated August 22, 2022 which is available on the link below (the "Tender Information Document"). The Tender Offer expires at 12:00 CEST on August 25, 2022, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. Settlement of the Tender Offer is expected to occur at or around September 1, 2022. Cibus' repurchase of Notes is conditional upon a successful issue of New Senior Unsecured Notes. Holders of Notes who accept the Tender Offer will be eligible to receive a priority in the allocation of the New Senior Unsecured Notes, subject to the terms set out in the Tender Information Document.

Tender Information Document: https://www.cibusnordic.com/media/209710/cibus_tender_information_document_2022.pdf 

Conditional upon the consummation of a successful issue of the New Senior Unsecured Notes, Cibus may exercise its right to make an early redemption of the Notes which were not tendered in the Tender Offer, in accordance with the terms and conditions of the Notes. The Notes will in such early redemption be redeemed at a price equal to 101.58 per cent of the nominal amount plus accrued and unpaid interest.

Danske Bank and Swedbank act as bookrunners in respect of the issuance of the New Senior Unsecured Notes and as dealer managers for the Tender Offer.

Dealer Managers:

Danske Bank: +46 (0)8- 23 56 23, [email protected]
Swedbank: [email protected]

22 August 2022