K2A initiates written procedures for its outstanding medium term notes issued under its MTN programme

K2A Knaust & Andersson Fastigheter AB (publ) (the "Company" or “K2A”) announces that the Company has initiated written procedures (the “Written Procedures”) under its outstanding medium term notes with note series number 101 (ISIN: SE0013360278), 102 (ISIN: SE0013104791) and 103 (ISIN: SE0013360690) (the “Notes”) issued under the Company’s MTN Programme (the “MTN Programme”) and maturing in 2024 and 2025. The Written Procedures have been initiated to request the noteholders’ consent to make certain amendments in the general terms and conditions, dated 21 May 2021, of the MTN Programme as well as the final terms of the Notes. The Written Procedures have been initiated by K2A as a result of the notes with note series number 101 (ISIN: SE0013360278) maturing in June 2024. The Company’s proposals, as set out in full in the notices of Written Procedures (the “Notices”) entail, inter alia, the following amendments:

• an inclusion of a prohibition to make any payment of dividend to the Company’s shareholders (including dividend on both ordinary shares and preference shares), as long as the Notes remain outstanding;
• an inclusion of a prohibition to make any repayment of principal or pay any interest under the Company’s capital securities (i.e. the Company’s outstanding SEK 450,000,000 subordinated perpetual green floating rate callable capital securities with ISIN SE0015407507), meaning that such interest payments will be deferred in accordance with the terms and conditions of the capital securities as long as the Notes remain outstanding;
• an extension of the Notes’ respective original maturity date (the “Original Maturity Dates”) with 1.25 years i.e. the new respective extended maturity date shall be 1 September 2025 (for Notes under note series 101), 1 July 2026 (for Notes under note series 102) and 18 March 2026 (for Notes under note series 103) (the “Extended Maturity Dates”);
• an increase of the applicable margin, with effect from each Note’s Original Maturity Date, from 3.25 percent per annum (for Notes under note series 101), 3.00 percent per annum (for Notes under note series 102) and 4.40 percent per annum (for Notes under note series 103) to 7.00 percent per annum (applicable on all Notes);
• an increase of the final redemption prices at the Extended Maturity Dates of the Notes;
• an inclusion of mandatory partial redemption obligations pursuant to which the Company shall, inter alia, prior to 1 January 2025 partially redeem the Notes pro rata in an amount of not less than SEK 400,000,000; and
• an amended call structure to incentivise and enable the Company to make voluntary prepayments of the Notes (in part or in full) before the Extended Maturity Dates.

K2A has today instructed Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity as agent under the Notes, to send the Notices, including voting instructions, to the direct registered owners and registered authorised nominees of the Notes in the debt ledgers held with Euroclear Sweden as per 17 May 2024. The Notices, containing more information regarding the Written Procedures and the proposed amendments, are available on the Company’s website (investerare.k2a.se/mtn-program).

Noteholders representing approximately 60.9 percent of all Notes’ aggregated outstanding nominal amount have confirmed that they intend to vote in favour of the Company’s proposal (however, the percentage of noteholders who have confirmed that they will vote in favour of the proposals varies for each respectively note series). The Company offers a consent fee (corresponding to 0.5 percent of the nominal amount of each Note) to each holder of Notes if the Company’s proposals (as described in the Notices) are approved and certain other conditions are met. In addition, and subject to satisfaction of certain conditions as set out in the Notices, an early bird fee (corresponding to 0.5 percent of the nominal amount of each Note) will be paid to the holders of Notes who submitted a valid vote no later than 15:00 CEST on 28 May 2024. Please refer to the Notices for full details regarding the Written Procedures, voting requirements, majority and quorum requirements, conditions for payment of the consent fee and the early bird fee and important dates/timetable.

The outcome of the Written Procedures will be announced by way of press release in connection with the conclusions of the Written Procedures. The record date for voting in the Written Procedures is 27 May 2024 and the last day for voting is 7 June 2024. The Written Procedures may however be concluded before the expiry of the time period for replies if a requisite majority has been obtained.

For questions relating to the proposals in the Written Procedures, please contact the Company.

For questions regarding the administration of the Written Procedures, documentation and voting procedure, please contact the Agent at [email protected] or on +46 8 783 79 00.

Nordea Bank Abp and Swedbank AB (publ) act as solicitation agents in relation to the Written Procedures.

This disclosure contains information that K2A Knaust & Andersson Fastigheter AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 20-05-2024 17:46 CET.