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Patriam Invest AB (publ) initiates a written procedure and launches a new senior secured bond issuance
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Patriam Invest AB (publ), reg. no. 559201-2206 (the "Company") has instructed the agent for the Company's outstanding SEK 174,000,000 and EUR 24,000,000 senior secured bonds with ISIN SE0017769391 and SE0017769409 (the "Bonds" and the "Existing Bonds") to initiate a written procedure (the "Written Procedure") to request the bondholders to vote in favour of, inter alia, consenting to a mandatory exchange of the Existing Bonds for New Bonds (as defined below) (the "Proposal") according to the terms and conditions of the Existing Bonds and as further set out below.
The Proposal includes (but is not limited to) a request to consent that:
- the Existing Bonds shall be exchanged for New Bonds on a (SEK:SEK / EUR:EUR) basis whereby each bondholder will receive New Bonds corresponding to the aggregate of (i) an amount equal to 102 per cent. of the nominal amount of their current holding of Existing Bonds, and (ii) the total amount of accrued but unpaid interest on the Existing Bonds up to and including the first issue date, such aggregate amount being rounded up to the nearest whole nominal amount of the New Bonds (the "Swap"); and
- the bondholders waive any right to receive interest in cash on the Existing Bonds in exchange for a right to receive accrued and unpaid interest on the New Bonds corresponding to interest accrued on the Existing Bonds as from the latest interest payment date on 25 August 2025, up to and including the first issue date as reflected in the Swap, provided however that the Proposal is approved, otherwise all rights under the Existing Bonds are reserved.
Further details and the terms of the Written Procedure are set out in detail in the notice of the Written Procedure.
Further, and in parallel, the Company's parent company Rotunda Fastigheter AB (publ), reg. no. 556839-3937 (the "Parent") has today initiated a written procedure for its outstanding bonds, the terms of which are materially consistent with the Written Procedure (the "Parent Written Procedure"). The Company hereby announces that it subject to the approval of both the Written Procedure and the Parent Written Procedure, launches an up to SEK 780,000,000 (or its equivalent in EUR) senior secured floating rate bond issue within a total framework amount of SEK 1,500,000,000 (or its equivalent in EUR) (the "New Bonds") arranged by SIP Nordic Fondkommission AB with Vinga Corporate Finance AB as the Company's corporate financial advisor for the purpose of, inter alia, (i) refinancing the Existing Debt and the Parent Debt, (ii) financing (A) acquisitions of real estate (directly or indirectly through acquiring property-owning companies, including any down-payments for such acquisitions), (B) real estate development costs on the Properties, (C) Transaction Costs, (D) interests costs and (E) general corporate purposes of the Group (each as defined in the notice of the Written Procedure and in the offering of the New Bonds).
The Company will pay the consent fee set out in the notice of Written Procedure to the eligible bondholders amounting to 1.50 per cent of the nominal amount per Bond (the "Consent Fee"). The Consent Fee will be payable to all persons who are registered as a direct registered owner or authorised nominees in the record kept by the Central Securities Depository (the "CSD") on the relevant record date specified in the notice of Written Procedure. The payment of the Consent Fee will be made through the CSD's account based system on the payment date as defined in the notice of the Written Procedure.
The agent will deliver the notice of Written Procedure to all bondholders on 24 October 2025. The Written Procedure will commence on 30 October 2025 and end on 19 November 2025. The Written Procedure may, however, be terminated before the expiry of the time period for replies if a requisite majority has been obtained. To be eligible to participate in the Written Procedure a person must fulfil the formal criteria for being a bondholder on 24 October 2025 (the "Record Date"). This means that the person on the Record Date must be registered on a securities account with Euroclear Sweden AB as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds. The outcome of the Written Procedure will be announced by way of press release in connection with the close of the Written Procedure.
The full details of the offering of New Bonds, the notice of the Written Procedure, and the notice of the Parent Written Procedure, are available on the agent's website (https://blog.cscglobal.com/our-services/capital-markets-services/bond-news/) and on Stamdata (www.stamdata.com). The issuance of the New Bonds is contingent on the approval of both the Written Procedure and the Parent Written Procedure.
For further information, please contact:
Andreas Holmberg, CEO
Telephone: +46 702093040
Email: andreas.holmberg@patriam.se
About Patriam
Patriam is a family-owned real estate developer based in Stockholm. The group was founded in 2015 and has its roots in the EBAB Group, which is one of Sweden's largest in projects and property development. Patriam is an experienced developer that focuses on attractive locations where both demand and purchasing power are expected to be good.