Capital/Financing Update • Sep 15, 2025
Capital/Financing Update
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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 DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.
Alm Brand A/S, CVR. No. 7733517 (the "Issuer") today announces its invitation to the holders (including any beneficial owners who hold their notes via nominees or custodians) (the "Noteholders") of its outstanding notes outlined below (together, the "Notes") to tender their Notes for purchase by the Issuer (however, subject to the Transaction Cap (as defined below)) for cash (the "Tender Offer"). The Issuer has appointed Nordea") to act as dealer manager (the "Dealer Manager") in connection with the Tender Offer.
The Tender Offer is made on the terms and subject to the conditions set out below.
Subject to the terms and conditions set out in this tender information document and the applicable minimum denomination in respect of the Notes, the Issuer offers to purchase the Notes at the purchase price set out below (the "Purchase Price"):
| Description of the Notes | ISIN | Outstanding Amount | Minimum Denomination |
Purchase Price |
|---|---|---|---|---|
| Tier 2 Capital Notes Callable October 2026 |
DK0030487806 | DKK 1,300,000,000 | DKK 1.000.000 | 100.450% |
The Issuer will also pay an amount equal to any accued and unpaid interest on the Notes in accordance with the terms and conditions of the Notes ("Accrued Interest").
The Tender Offer expires at 12.00 CEST on 17 September 2025, unless extended, re-opened, withdrawn or terminated at the sole discretion of the "Expiration Date"). The Issuer will announce, the results and whether any Notes will be accepted under the Tender Offer as soon as reasonably practicable after the Expiration Date. Settlement of the is expected to occur on 22 September 2025 (the "Settlement Date").
Subject to the terms and conditions set out in this tender information document and applicable law, the sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Tender are advised to read carefully this document for the details of and information on the procedures for participating in the Tender Offer.
The tendered amount of Notes accepted by the Issuer will be capped at the total nominal amount of DKK 400,000 (the "Transaction Cap"), subject to the Issuer's sole discreasing or removing the Transaction Cap. If the Issuer decides to accept for purchase valid tender instructions made pursuant to the aggregate nominal amount of Notes validly tendered pursuant to the Transaction Cap, the Issuer will accept such Notes for purchase on a pro-rata basis and on the principles described below, subject to the minimum denomination of DKK 1,000,000 for the Notes.
In the event of any scaling in the acceptance of Notes to be purchased and in each case subject to the Issuer will firstly accept either all or none of the tender instructions of Notes submitted at the minimum denomination of the respective Notes and secondly, on a pro-rata basis, all other tender instructions of Notes with a total nominal size above the minimum denomination of the Notes. The acceptance of tender instructions of Notes will be rounded to a multiple of DKK 1,000,000 for the Notes and any scaling made by the Issuer is binding on all Noteholders who validly tendered their Notes.
For the avoidance of doubt, the Issuer is not under any tender of Notes for purchase pursuant to the Tender Offer. Any tender of Notes for purchase may be rejected by the Issuer is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. The right, in its sole and absolute discretion, to purchase less than the Transaction Cap.
The Issuer's acceptance of Notes validly tendered in acordance with the terms and conditions of the Tender offer will be irrevocable. but always subject to the Transaction Cap described above.
The Tender Offer is being made as part of the Issuer's efforts to continuously optimize the capital structure. Following the Danish FSA's approval of an expansion of Issuer's Partial Internal Model (PIM) the Issuer's solvency capital requirement is expected to be reduced significantly, which means that an amount of the Notes will no longer be included as solvency capital.
Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via the Dealer Manager is acting solely as settlement agent on behalf of the Issuer, and any trades booked as part of the Tender Offer shall be understood as being between the relevant Noteholders and the Issuer, with relevant risks and responsibilities to carry out such settlement being between the Noteholders should note that the Dealer Manager will not be bound to make any payments to Noteholders and any payments to Noteholders by the Dealer will be subject to the aggregate amount of all amounts payable by the Issuer having been identified as being received by the Dealer Manager. The Dealer Manager disclaims any liability whatsoever toward Noteholders in connection with the Tender Offer and any execution of the tender settlement.
Noteholders can only participate in the Tender instruction. Only Noteholders who are clients of, and can execute a secondary trade upon settlement with all required know your customer (KYC) and similar documentation in place may participate in this Tender Offer and Noteholders must contact the Dealer Manager to receive a tender application form that includes the details of how to participate in the Tender instructions given via the tender application form or va other form of tender instructions in a way that is permitted in accordance with what is stated in the tender application form are irrevocable by the Noteholders, except for in the imited circumstances described in the tender application form.
Noteholders should consult their own tax, accounting, financial and legal advisers regarding to the tax, accounting, financial and legal consequences of participating in the Tender offer. Noteholders who do not participate in the Tender Offer, or whose Notes are not accepted for purchase by the Issuer, will continue to hold their Notes and conditions of the Notes. To obtain a tender application form and participate in the Tender Offer please contact the details below.
The Dealer Manager will be paid a fee by the Issuer for its services in connection with the Tender Offer.
Dealer Manager Nordea Bank Abp Email: [email protected] The Issuer Alm Brand A/S Thorsten Meyer Larsen +45 26 80 43 51 Email:[email protected]
This document is released by the Issuer and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this document is released, on behalf of the Issuer by Thorsten Meyer Larsen, Chief Investment Officer, [email protected], at 10:00 CEST on 17 September 2025.
This document contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the action it should take or is unsure of the Tender Offer, it is recommended to seek its own financial and legal advice, including as to any tax stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any holder whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or internediary must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. Neither the Issuer nor the Dealer Manager nor their respective directors, employees or affiliates makes any recommendation as to whether holders of Notes for purchase pursuant to the Tender Offer.
This document 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 may be restricted by law. Persons into whose possession this document comes are required by each of the Issuer and the Dealer Manager to inform themselves about and to observe any such restrictions.
The Tender Offer is not being made and will not be made, directly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the Securities Act (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic copies of this document and any other documents or materials relating to the Tender Offer are not be, directly or indirectly, maled or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nor into the United States or to a U.S. Person and the Notes cannot be tender Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Tender Offer resulting directly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a nondiscretionary basis for a principal located outside the United States that is not giving an order to participate in the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its terribries and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Islands), any state of the United States of America and the District of Columbia.
This document and any other documents or materials relating to the Tender made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingtom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Neither this document nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from holders) in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other to be made by a licensed broker or dealers Managers or any of their affiliates are such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such affiliate, as the case may be, in such jurisdiction,
Further, the Tender Offer does not constitute or form part of (i) a prospectus within the meaning of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public and admitted to trading on a regulated market, and repealing Directive 2003/71/EC, nor (ii) a tender offer document as referred to in Chapter 2 a of the Swedish Financial Instruments Trading Act (Sw. lag om handel med finansiella instrument (1991.980), as amended). Each holder participating in the Tender Offer will be deemed to give certain other representations in respect of the other jurisdictions referred to above and generally as set out in the tender application in the Tender Offer available from the Dealer Manager. Any tender of Notes for purchant to the Tender Offer from a holder that is unable to make these representations will not be accepted.
The Issuer reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
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