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The information contained in this section of the website of Scandic Hotels Group AB (publ) (the “Company”) is (a) only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Australia, Canada, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

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Scandic has successfully completed an offering of convertible bonds raising approximately SEK 1,609 million in gross proceeds

Mar 26, 2021 | 18:15 CEST | Regulatory

Scandic Hotels Group AB (publ) (“Scandic”, or the “Company”) has today completed a successful placement of convertible bonds due October 2024 (the “Convertible Bonds”), raising approximately SEK 1,609 million in gross proceeds for the Company. The Convertible Bonds were subscribed for by Swedish and international institutional investors, including the Company’s three largest shareholders AMF Pensionsförsäkring, Stena Sessan and Formica Capital. Scandic will issue a notice to an extraordinary general meeting to seek approval of the Board of Directors’ resolution on the issuance of the Convertible Bonds.

The Convertible Bonds will not carry any coupon, but will have a yield to maturity of 3.25 per cent. The conversion premium will be 22 per cent over the volume weighted average share price of the Company’s shares on Nasdaq Stockholm between launch of the offering and pricing (today, 26 March 2021), corresponding to SEK 35.5427 per share. The conversion price is SEK 43.3621 per share.

The Convertible Bonds will have an aggregated nominal amount of SEK 1,800 million and they will be issued at a price of 89.41 per cent, and be redeemed, at 100 per cent of their par value of SEK 100,000 per Convertible Bond and will, unless previously redeemed or converted, mature on 8 October 2024. The Convertible Bonds will provide the Company with approximately SEK 1,609 million in gross proceeds. The Convertible Bonds will, at full conversion, entail a dilution of approximately 17.83 per cent of the shares and votes in the Company, based on the 191,257,993 shares and votes currently outstanding and 232,768,903 shares and votes following full conversion.

The Convertible Bonds were subscribed for by Swedish and international institutional investors, including the Company’s three largest shareholders AMF Pensionsförsäkring, Stena Sessan and Formica Capital. Settlement of the offering is expected to take place on 8 April 2021 (the “Settlement Date”).

The Company believes that using the flexibility provided through a directed issue without preferential rights for existing shareholders is the most appropriate alternative for the Company at this time, allowing it to raise capital in a timely and cost-effective manner.

The Company shall prior to the Settlement Date establish an escrow account where the net proceeds from the offering shall be placed. The release of funds from escrow to the Company is subject to approval of the Board of Directors’ resolution that the Convertible Bonds shall be convertible into shares at an extraordinary general meeting (the “Shareholder Resolution”). The extraordinary general meeting is expected to be held on or around 21 April 2021, the notice will be announced separately.

The net proceeds from the Convertible Bonds issue will be used to strengthen the Company’s capital structure and liquidity position.

Scandic will use its best effort to list the Convertible Bonds at a regulated market within six months from the Settlement Date.

Jens Mathiesen, President and CEO of Scandic, said:
“It is very gratifying that we have seen such great interest in investing in Scandic. With the successful placement of convertible bonds that has been completed today, we are strengthening our liquidity, which ensures that we can get through a period of low occupancy before the market recovers in the summer. We are convinced that the hotel market will gradually normalize and we look forward to meeting the recovery with an attractive customer offering combined with high efficiency and low costs.”

Shareholder resolution
The Company will convene an extraordinary general meeting to be held on or around 21 April 2021 (but not later than 31 May 2021) to seek approval of the Board of Directors’ resolution on the issuance of Convertible Bonds, which shall be convertible into shares, whilst disapplying shareholders’ preferential subscription rights in respect thereof. The notice to the extraordinary general meeting will be announced separately.

In the event that the Shareholder Resolution is not passed at the extraordinary general meeting, the Convertible Bonds will be subject to mandatory cash settlement at the higher of (i) the issue price plus two per cent of the nominal amount for the Convertible Bonds, and (ii) the issue price plus two per cent of the fair bond value (as defined in the terms and conditions for the Convertible Bonds).

The Company’s three largest shareholders AMF Pensionsförsäkring, Stena Sessan and Formica Capital, representing approximately 41 per cent of the shares and votes in the Company, have committed to vote in favour of the Shareholder Resolution at the extraordinary general meeting.

Lock-up
In connection with the offering, the Company has agreed to customary lock-up undertaking on future issuances of shares or share-related instruments vis-à-vis the Joint Bookrunners for a period of 90 calendar days from the date of the announcement of the offering (subject to customary exceptions).

Advisers
DNB Markets, a part of DNB Bank ASA, Sweden Branch, Handelsbanken Capital Markets and Nordea Bank Abp, are acting as Joint Lead Managers and Joint Bookrunners, Vinge is acting as legal advisor to the Company and Cederquist and Thommessen are acting as legal advisers to the Joint Bookrunners in connection with the offering.

For more information, please contact:
Jan Johansson, Chief Financial Officer, Scandic Hotels Group
Email: jan.johansson@scandichotels.com
Phone: +46 705 75 89 72

Henrik Vikström, Director Investor Relations, Scandic Hotels Group
Email: henrik.vikstrom@scandichotels.com
Phone: +46 709 52 80 06

Important information

No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Convertible Bonds (the "Securities") or possession or distribution of this announcement or any offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, its territories and possessions, Canada, Australia, Japan, South Africa or in any other jurisdiction where to do so would be unlawful or require registrations or other measures. This announcement is for general information only and does not form part of an offer to sell securities or the solicitation of any offer to buy securities in the United States or in any jurisdiction in which such offer or sale would be unlawful.

The Securities referred to herein have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. 

The Convertible Bonds are being offered and sold outside the United States in "offshore transactions" as defined in, and pursuant to, Regulation S. A placee and any prospective beneficial owner of the Convertible Bonds is, and at the time the Convertible Bonds are subscribed for will be, outside the United States and subscribing for the Convertible Bonds in an "offshore transaction" as defined in, and in accordance with, Regulation S. No public offering of Securities is being made in the United States.

The Securities have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.

This announcement and the Offering are only addressed to, and directed at persons in member states of the European Economic Area (the "EEA") who are qualified investors ("Qualified Investors") within the meaning of Article 2 of Regulation (EU) 2017/1129. In addition, in the United Kingdom (the “UK”), this announcement and the Offering are only addressed to and directed at persons who are qualified investors within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") who are also: (i) persons who have professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement and its contents must not be acted upon or relied upon (1) in the UK, by persons who are not relevant persons or (2) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (1) relevant persons in the UK and (2) Qualified Investors in any member state of the EEA, and will be engaged in only with such persons.

Prohibition of Sales to EEA Retail Investors – This announcement is not being distributed to and the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors – This announcement is not being distributed to and the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Securities.

The Joint Bookrunners are acting exclusively for Scandic and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Scandic for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Joint Bookrunners and any of their affiliates may take up a portion of the Securities in the Offering and/or may acquire Securities as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Securities and other securities of the Company, and/or their group or related investments in connection with the Offering.

In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of Securities and/or other securities or derivative positions in such securities. The Joint Bookrunners and their affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective directors, officers, employees, affiliates, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

This announcement contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this announcement should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement, unless it is not required by law or Nasdaq Stockholm's rule book for issuers.

About Scandic Hotels Group

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