Cibus Nordic Real Estate

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 DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW

The proceeds from the issuance of the New Senior Unsecured Green Notes will be used partly to refinance the outstanding Notes (as defined below) and for general corporate purposes, in line with the Company´s green bond framework.

In conjunction with the contemplated new issue, Cibus is inviting holders of the Company's outstanding EUR 50,000,000 senior unsecured green floating rate notes (2022/2024 ) with ISIN SE0013360716 (the "2022/2024 EUR Notes"), SEK 700,000,000 senior unsecured green floating rate notes (2022/2025) with ISIN SE0017071517 (the "2022/2025 SEK Notes") and EUR 70,000,000 senior unsecured green floating rate notes (2022/2025) with ISIN SE0013360849 (the "2022/2025 EUR Notes" and together with the 2022/2024 EUR Notes and the 2022/2025 SEK Notes, the "Notes") to tender their Notes for purchase by the Company for cash (jointly, the "Tender Offers"). All Notes are callable during 2024 in accordance with the relevant terms and conditions of the Notes.

The Notes will be purchased at a price of:

(i) 100.00 per cent. of the nominal amount plus accrued and unpaid interest for the 2022/2024 EUR Notes;
(ii) 103.50 per cent. of the nominal amount plus accrued and unpaid interest for the 2022/2025 SEK Notes; and
(iii) 105.00 per cent. of the nominal amount plus accrued and unpaid interest for the 2022/2025 EUR Notes.

The Notes will be repurchased subject to the terms and conditions described in the tender information document dated March 18, 2024 which is available on the link below (the "Tender Information Document"). The Tender Offers expire at 12:00 CET on March 21, 2024, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company. Settlement of the Tender Offers is expected to occur at or around April 2, 2024. Cibus' repurchase of Notes is conditional upon a successful issue of the New Senior Unsecured Green Notes and subject to the terms in the Tender Information Document. Holders of Notes who accept a Tender Offer prior to the pricing of the New Senior Unsecured Green Notes will be eligible to receive a priority in the allocation of the New Senior Unsecured Green Notes up to the principal amount of Notes validly submitted for tender, subject to the terms set out in the Tender Information Document.

Tender Information Document:

EUR 50,000,000 with ISIN SE0013360716

https://www.cibusnordic.com/investors/the-bonds/mtn-loan-102-50-meur-green-bond/ 

SEK 700,000,000 with ISIN SE0017071517

https://www.cibusnordic.com/investors/the-bonds/mtn-loan-103-700-msek-green-bond/ 

EUR 70,000,000 with ISIN SE0013360849

https://www.cibusnordic.com/investors/the-bonds/mtn-loan-104-70-meur-bond/ 

Conditional upon the consummation of a successful issue of the New Senior Unsecured Green Notes, Cibus may exercise its right to make an early redemption of the Notes which were not tendered in the Tender Offers, in accordance with the terms and conditions of the Notes. The Notes will in such early redemption be redeemed at the applicable call price as set out in the relevant final terms of the Notes.

Danske Bank A/S, Danmark, Sverige Filial and Swedbank AB (publ) act as bookrunners in respect of the issuance of the New Senior Unsecured Green Notes and as dealer managers for the Tender Offers. Swedbank AB (publ) has acted as Sole Structuring Advisor of the Company's Green Finance framework. Roschier Advokatbyrå AB has acted as legal advisor to the Issuer in connection with the issuance of the New Senior Unsecured Green Notes and the Tender Offers.

Dealer Managers:

Danske Bank A/S, Danmark, Sverige Filial: dcm_sweden@danskebank.se
Swedbank AB (publ): liabilitymanagement@swedbank.se 

March 18, 2024