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The merger is carried out through Prime Living’s acquisition of all SBS shares for consideration in the form of newly issued shares. Through the merger, SBS shareholders will jointly own approximately two-thirds of the merged company. Appears from a press release.
It is proposed that the merged company change its name to Studentbostäder in Sweden and it is proposed that the board consist of Chairman Björn Rosengren and board members Karin Krook, Rosel Ragnarsson and Sven-Göran Svensson. The largest shareholders of the merged company also agree to appoint a nominating committee consisting of Ilija Batljan (CEO of SBB), Joachim Kuylenstierna (CEO of Fastator), Bengt Kjell (Chairman of the Amasten Board of Directors) and Björn Rosengren (Chairman council proposal).
In addition, the major shareholders of SBS have committed to guaranteeing a total of SEK 150 million in a new share issue that will take place upon completion of the merger. This new share issue will allow the merged company to complete ongoing projects, take steps to increase leases, make acquisitions and begin production of planned student apartments in Spånga.
The merged company will have a property portfolio with more than 4,000 student housing and a property value of 3.4 billion SEK. In addition, the merged company will have a project portfolio with approximately 2,000 student housing, for example in Spånga, Karlstad, Lund and Växjö.
Fastator will own 19.9 percent of the shares of the merged company.
Ilija Batljan, CEO of one of the new major shareholders, makes the following comment:
– We are in a situation where the student housing market is undergoing a major restructuring and great pressure. As a result of the corona pandemic, the government is now making room for 19,000 more places for full-time students next year. Our investments in additional student housing will therefore be significant.
Student housing in Sweden was formed in 2018 by three real estate companies selling their student housing properties to newly formed student housing in Sweden. The company’s property portfolio initially consisted of 21 properties with a property value of SEK 900 million. Student housing in Sweden has grown successfully since then and today the property portfolio consists of approximately 3,000 student housing in eleven locations with a property value of 2.3 billion SEK. Student accommodation in Sweden has been run from the outset by CEO Rebecka Eidenert and the company’s largest shareholder is SBB, Fastator Y Love.
Prime Living has previously published a recapitalization plan to strengthen its balance sheet and allow the company to realize the potential of its property portfolio. The plan contains changes in the terms of the company’s bonds that lead to a significant reduction in the company’s indebtedness through debt conversion totaling 455.6 million SEK to 4,556,415,600 preferred shares of the company’s C series. The proposed changes in the terms were approved by the bondholders on September 29, 2020. The company’s Board of Directors believes that the conversion and merger is an attractive way for the company to strengthen its balance sheet, realize the potential of your property portfolio and ensure continuity of operations.
The purchase price for the acquisition of Studentbostäder in Sweden consists of 5,000,000 newly issued series B preferred shares and 9,628,678,603 series C preferred shares of the company, which is in line with indicative figures that the company communicated through a press release on October 13.
The consideration shares, which are intended to be issued in their entirety following a decision of the company’s board of directors, after an extraordinary general meeting of the company to be held on November 26, 2020, amount to an estimated value of a total of approximately SEK 704.5 million, based on a price of SEK 0.0731 per Series B preferred share and SEK 0.0731 per Series C preferred share.
The merger is conditioned mainly to:
- that the Extraordinary General Meeting of the Company of November 26, 2020 takes the necessary decisions for the merger to be carried out, including conversion decisions, adoption of an issuance authorization for the issuance of Series B preferred shares and shares Series C, necessary amendments to the Bylaws. and social capital, the company name and commercial objects of the company, as well as the decisions on the election of a new board of directors;
- that the Lenders of Studentbostäder in Sweden and the loan agreements of its subsidiaries approve the change of ownership in the Merger without the terms of the loan agreements significantly changing to the detriment of Studentbostäder in Sweden or its subsidiaries;
- that the lenders in the business loan agreement approve the change of ownership as a result of the merger;
- that a convertible loan acquired by Studentbostäder in Sweden is duly converted into Studentbostäder shares in Sweden; Y
- that Nasdaq approves the listing of the merged company, including that a new description of the company is prepared in accordance with the company’s market regulations describing the merged company.
Estimated record of conversion and admission to trading of the shares on the Nasdaq First North Premier Growth Market during the first half of December
The company’s board of directors also intends to carry out a new share issue to allow the merged company to complete ongoing projects, take steps to increase lease, carry out acquisitions and begin production of planned student housing. in Spånga. Three of Studentbostäder’s shareholders in Sweden, Amasten, SBB and Fastator, have committed, directly or indirectly through subsidiaries, to provide a capital adequacy guarantee of SEK 150 million, including a guarantee to contribute 150 million SEK SEK to the merged company in the event of a capital increase. not fully subscribed.
