NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW
Bilia AB (publ), (“Bilia” or the “Issuer”) today announces the final results of its invitation dated 21 September 2020 to the holders of its outstanding notes outlined below (together, the “Notes”) to tender their Notes for purchase by the Issuer for cash (the “Tender Offer”).
The Tender Offer was made on the terms and subject to the conditions set out in a tender information document dated 21 September 2020 (the “Tender Information Document”), available on the website of the Issuer: link.
At the expiration of the Tender Offer at 12:00 CET on 24 September 2020, valid tender instructions of SEK 370,000,000 in an aggregate nominal amount of Notes were received pursuant to the Tender Offer. Details of tendered amount are set out below.
The Issuer furthermore announces that the New Financing Conditions (as defined in the Tender Information Document) have been met and that a total nominal amount of new senior unsecured notes of SEK 500,000,000 with a maturity of 5 years have been successfully issued (the “New Notes”). The interest rate for the New Notes is 3m STIBOR + 170 bps.
All valid tender instructions received pursuant to the Tender Offer have been accepted for purchase by the Issuer. The Notes repurchased will be retained by Bilia and will not be cancelled. Following the completion of the Tender Offer Bilia will hold notes in a total amount of SEK 870,000,000.
The purchase price payable per Note is as set out below, in addition to which the Issuer will pay an amount equal to any accrued and unpaid interest on the relevant Notes (in accordance with the applicable terms and conditions of the Notes):
Description of the Notes / ISIN / Offered Tendered Amount / Accepted Tender Amount / Outstanding Amount after Tender Offer / Purchase Price
2016/2021 senior unsecured floating rate notes / SE0008186886 / SEK 370,000,000 /
SEK 370,000,000 / SEK 1,000,000,0001 / 100.90%
Settlement of the Tender Offer will occur on or around 1 October 2020. Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via DNB Markets a part of DNB Bank ASA, Sweden Branch and Nordea Bank Abp (the “Joint Bookrunners” and the “Dealer Managers”). All tendering noteholders should coordinate the trade bookings with their local sales representative immediately.
Information about the Tender Offer may be obtained from the Dealer Managers.
Joint Bookrunners and Dealer Managers
DNB Markets a part of DNB Bank ASA, Sweden Branch
Nordea Bank Abp
Bilia AB (publ)
1 Of which Bilia owns SEK 870,000,000 following the completion of the Tender Offer.
Gothenburg September 24, 2020
Bilia AB (publ)
This is information that Bilia AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish securities markets act (2007:528). The information was submitted for publication, through the agency of the contact person set out above, at 17:30 CEST on September 24 2020.
This announcement must be read in conjunction with the Tender Information Document. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement.
Not for distribution in or into or to any person located or resident in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District of Columbia) or to any U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended, the “Securities Act”) or in any jurisdiction where it is unlawful to release, publish or distribute this document. The Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this document in certain jurisdictions (in particular, the United States, the United Kingdom, France and Italy) may be restricted by law. Persons into whose possession this document comes are required by each of the Issuer and the Dealer Managers to inform themselves about and to observe any such restrictions.
Facts about the Bilia Group
Bilia is one of Europe’s largest car dealership chains with a leading position within service and sales of cars and transport vehicles. Bilia has about 140 facilities in Sweden, Norway, Germany, Luxembourg and Belgium. Bilia sells cars of the brand Volvo, BMW, Toyota, Renault, Lexus, MINI, Dacia, Alpine and transport vehicles of the brand Renault, Toyota and Dacia.
Bilia has today a fully expanded business with sales of new cars, e-commerce, spare parts and store sales, service and repair workshops, tyres and car glass and financing, insurance, car washes, fuel stations and auto salvage under the same roof, which gives a unique offer.
Bilia reported a turnover of about SEK 30 bn in 2019 and had about 5,000 employees.