Cibus contemplates the issuance of new perpetual subordinated notes and announces tender offer and written procedure in relation to its existing perpetual subordinated notes
Cibus Nordic Real Estate AB (publ) ("Cibus" or the "Company") has mandated Danske Bank A/S, Danmark, Sverige Filial ("Danske Bank") and Skandinaviska Enskilda Banken AB (publ) ("SEB") to arrange fixed income investor meetings starting on 26 February 2026, to explore the possibility of issuing perpetual subordinated fixed rate notes which are non callable for four years in an expected amount of EUR 50 million (the "New Hybrid Notes"). A capital market transaction may follow, subject to market conditions.
THE OFFERING AND/OR DISTRIBUTION IS NOT MADE TO ANY INDIVIDUALS DOMICILED IN AUSTRALIA, JAPAN, CANADA, HONG KONG, THE ITALIAN REPUBLIC, NEW ZEALAND, THE REPUBLIC OF CYPRUS, THE REPUBLIC OF SOUTH AFRICA, THE UNITED KINGDOM, THE UNITED STATES (OR TO ANY U.S PERSON), OR IN ANY OTHER COUNTRY WHERE THE OFFERING, SALE AND DELIVERY OF HYBRID NOTES AND/OR NEW HYBRID NOTES MAY BE RESTRICTED BY LAW.
In connection with the issue of the New Hybrid Notes, Cibus is offering holders of the Company's outstanding perpetual subordinated notes with an outstanding nominal amount of EUR 30 million (loan no. 101 with ISIN SE0013360344) (the "Hybrid Notes") to tender any and all of such holders' Hybrid Notes for purchase by the Company for cash (the "Tender Offer") at a price of 101.90 per cent. of the nominal amount, plus accrued and unpaid interest. The Hybrid Notes will be repurchased subject to the terms and conditions described in a tender information document dated 26 February 2026 (the "Tender Information Document"), which is available in the following link:
https://www.cibusrealestate.com/investors/the-bonds/mtn-loan-101-30-meur-hybrid-bond/
The Tender Offer expires at 14:00 CET on 6 March 2026, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. Settlement of the Tender Offer is expected to occur at or around 18 March 2026 and to the extent possible in connection with settlement of the New Hybrid Notes. The Company's repurchase of the Hybrid Notes is conditional upon a successful issue of the New Hybrid Notes and the conditions set forth in the Tender Information Document.
Further, the Company today announces that it has instructed Nordic Trustee & Agency AB (publ) (the "Agent") to initiate a written procedure (the "Written Procedure") in accordance with the general terms and conditions of the Hybrid Notes and the final terms of the Hybrid Notes to request the holders of the Hybrid Notes to agree to amend the call rights of the Hybrid Notes, enabling Cibus to redeem any Hybrid Notes not repurchased in the Tender Offer at a price of 101.90 per cent. of the nominal amount (plus accrued but unpaid interest).
For further information regarding the Written Procedure and the request, please refer to the notice of Written Procedure available on Cibus' and the Agent's respective websites.
The record date for a holder of the Hybrid Notes being eligible to vote in the Written Procedure is 3 March 2026 and the last day for voting in the Written Procedure is at 15:00 CET 17 March 2026. However, the Written Procedure may be concluded prior to the expiry of the voting period if the required majority is obtained. Subject certain conditions set out in the notice of Written Procedure, Cibus will offer all holders of the Hybrid Notes an early bird consent fee in an amount equal to 0.10 per cent. of the nominal amount of each Hybrid Note held by such holder. The early bird consent fee will be paid to all holders of the Hybrid Notes in case Cibus' request in the Written Procedure is approved no later than 14:00 CET on 6 March 2026 and the other conditions are satisfied in accordance with the notice of the Written Procedure.
Danske Bank and SEB act as bookrunners in respect of the issuance of the New Hybrid Notes, and as dealer managers and consent solicitation agents for the Tender Offer and Written Procedure. BAHR Advokatbyrå AB has acted as legal advisor to Cibus in connection with the issuance of the New Hybrid Notes, the Tender Offer and the Written Procedure.
Dealer Managers:
Danske Bank: dcm_admin@danskebank.se
SEB: liabilitymanagementdcm@seb.se
26 February, 2026
For further information, please contact:
Stina Lindh Hök, CEO, Cibus Nordic Real Estate
e-mail: stina.lindhhok@cibusrealestate.com Phone: +46 (0) 8 12 439 100
Pia-Lena Olofsson, CFO, Cibus Nordic Real Estate
e-mail: pia-lena.olofsson@cibusrealestate.com Phone: +46 (0) 8 12 439 100
This information is information that Cibus Nordic Real Estate AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact person set out above, at 13:30 CET on 26 February 2026.
Cibus is a real estate company listed on Nasdaq Stockholm Mid Cap. The company's business idea is to acquire, develop and manage high-quality properties in Europe with grocery retail chains as anchor tenants. The company currently owns more than 670 properties in Europe. The largest tenants are Kesko, Tokmanni, Coop, S Group, Rema 1000, Salling, Lidl, Dagrofa and Carrefour.