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Rights Issue and Recapitalisation

Rights issue and recapitalisation 2024

On 20 December 2023 Bonava announced that (i) the Board of Directors had resolved on a fully underwritten rights issue of Class A shares and Class B shares of approximately, but no less than, SEK 1,020 million with preferential rights for existing shareholders (the "Rights Issue"), (ii) that the Company has on certain conditions reached an agreement with its lenders regarding an extension of its senior credit facilities and (iii) that the Company will initiate a written procedure regarding Bonava's outstanding bond loan to extend the maturity of the bond loan (together the "Transaction"). Together, these measures are expected to provide the Company with the necessary financial and operational flexibility to address the varying challenges in the different housing markets in which Bonava is active while establishing a lower financial risk profile in the Company.

The Transaction in brief:

  • The Company's shareholders shall have preferential rights to subscribe for new shares of each class in proportion to the number of shares held of each class on the record date on 9 February 2024.[1]
  • The subscription period in the Rights Issue will run from and including 13 February 2024 up to and including 27 February 2024.
  • The complete terms and conditions for the Rights Issue, including the subscription price and the maximum number of Class A shares and Class B shares to be issued, are expected to be announced on or about 2 February 2024.
  • The Board of Directors resolution regarding the Rights Issue is subject to approval by an Extraordinary General Meeting. The Extraordinary General Meeting is planned to be held on or about 7 February 2024. The notice convening the Extraordinary General Meeting will be published in a separate press release on or about 3 January 2024.
  • Bonava's largest shareholders, Nordstjernan and the Fourth Swedish National Pension Fund, together representing approximately 34.1 per cent[1]  of the capital in Bonava and approximately 55.1 per cent1 of the votes in Bonava, have undertaken to subscribe for their respective pro rata shares of the Rights Issue. In addition to its subscription commitment, Nordstjernan has entered into an underwriting commitment regarding the remaining part of the Rights Issue. Thus, the Rights Issue is secured in its entirety by subscription and underwriting commitments. Nordstjernan and the Fourth Swedish National Pension Fund have also undertaken to vote in favour of the Rights Issue at the Extraordinary General Meeting. The commitments are subject to conditions regarding entering into the new credit facility agreement and approval of the extension of Bonava's bond loan, respectively, as set out below.
  • Bonava has on certain conditions reached an agreement with its lenders regarding (i) a new credit facility agreement in an aggregate amount of approximately SEK 4.5 billion maturing in March 2027; (ii) a variable pricing that enables a decreasing credit margin over time; and (iii) new financial terms and conditions (covenants) adapted to the Company's current operations. The agreement is conditional upon, amongst other things, that the Rights Issue is fully subscribed and that the bondholders accept the extension of the bond loan. 
  • Bonava will initiate a written procedure to amend the terms and conditions of the bond loan, which includes an extension of the bond loan until 11 March 2027. The written procedure requires that bondholders representing at least 50 per cent of the outstanding nominal amount participate in the procedure and that bondholders representing 2/3 of the outstanding nominal amount participating in the procedure vote in favour of the amendment of the terms. Bondholders representing approximately 63 per cent of the outstanding nominal amount have committed in advance to vote in favour of the amendment of the terms. The amendment of the terms will be conditional upon the Rights Issue being fully subscribed and that a new credit facility agreement is entered into with the lenders.

Indicative timetable for the Rights Issue

Publication of the complete terms and conditions of the Rights Issue, including the subscription price and the maximum number of Class A shares and Class B shares to be issued - On or about 2 February 2024

Extraordinary General Meeting - On or about 7 February 2024

Last day for trading in the company's shares including the right to receive subscription rights - On or about 7 February 2024

First day of trading in the company's shares without the right to receive subscription rights - On or about 8 February 2024

Publication of the prospectus - On or about 9 February 2024

Record date for the right to receive subscription rights in the Rights Issue - 9 February 2024

Trading of subscription rights on Nasdaq Stockholm - On or about 13 February 2024 – 22 February 2024

Subscription period - 13 February - 27 February 2024

Trading in paid subscription shares on Nasdaq Stockholm (Sw. Betalda tecknade aktier) - On or about 13 February 2024 - 5 March 2024

Announcement of final outcome of the Rights Issue - On or about 29 February 2024

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 [1] Excluding Bonava holdings of own shares. In total, there are 108,435,822 shares issued in Bonava, of which 11,154,882 are Class A shares and 97,280,940 are Class B shares. As of the date of this press release, Bonava holds 1,245,355 Class B shares, which do not confer a right to participate in the Rights Issue.

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