Klövern AB: Klövern signs a contract regarding a commitment to buy ordinary shares in a directed share issue and to guarantee a rights issue in Tobin Properties
Klövern AB (publ) has signed a contract with Tobin Properties AB (publ)regarding a commitment to buy 7 500 000 ordinary shares in a directed share issue at a price of SEK 20 per share, in total SEK 150 million, and to guarantee a rights issue of at most 2,592,383 ordinary shares, corresponding to SEK 52 million. The board of Tobin Properties has decided to propose that an extraordinary general meeting on 8 January 2018 decides on the directed share issue and the rights issue.
The directed issue
The board of Tobin Properties has decided to propose that an extraordinary general meeting on 8 January 2018 decides on an issue of new shares (with derogation from the shareholders’ pre-emption rights) to Klövern of at most 7,500,000 ordinary shares. The subscription price in the directed share issue amounts to SEK 20 per ordinary share, whereby Klövern will pay SEK 150 million in cash for the subscribed ordinary shares.
Subscription in the directed issue is to take place at the earliest on 12 January 2018 and at the latest on 20 January 2018. The subscription price of SEK 20 corresponds to a discount of around 14 per cent based on the closing price of Tobin Properties’ ordinary share on 5 December 2017 on Nasdaq First North Premier.
The directed issue and the rights issue are conditional on each other.
Klövern’s mandatory offer
Through the directed share issue Tobin Properties gets a new main owner, Klövern, which after the directed share issue will own around 40 per cent of the number of shares and hold around 42 per cent of the voting rights in the company. As Tobin Properties has also decided to propose that an extraordinary general meeting on 8 January 2018 decides on a rights issue, guaranteed by Klövern, of at most 2,592,383 ordinary shares at a subscription price of SEK 20 per ordinary share, Klövern’s ownership (assuming that the rights issue is fully subscribed) will amount to 35 percent of the number of shares and 36 per cent of the voting rights in the company. If Klövern fulfills its guarantee for the entire rights issue, Klövern’s ownership will amount to 47 percent of the number of shares and 49 per cent of the voting rights in the company.
Since Klövern, after the newly issued shares of the issues have been registered at the Registration Office (Swedish: Bolagsverket) and entered into the share register by Euroclear Sweden AB, will hold shares representing more than three-tenths of the voting rights of all shares in Tobin Properties an obligation for a mandatory offer (Swedish: budplikt) by Klövern arises. This means that Klövern according to take over rules for certain trading platforms is obliged to announce a mandatory offer within four weeks thereafter.
“In connection with Klövern’s ambition to invest in housing development through Klövern Living, a unique opportunity has arisen for Klövern to position itself on the important Stockholm market. An investment by Klövern in Tobin Properties is not an expression of the housing market having bottomed out, on the contrary it is a way to take advantage of future opportunities which a probably weak market during 2018 will offer. Tobin Properties has a very talented development team which with stronger financial muscles can use opportunities which may arise in the wake of a weaker housing market”, says Rutger Arnhult, CEO of Klövern.
Klövern AB (publ)
For additional information:
Rutger Arnhult, CEO, +46 (0)70-458 24 70, firstname.lastname@example.org
Lars Norrby, IR, +46 (0)76-777 38 00, email@example.com
Klövern is a real estate company committed to working closely with customers to offer them efficient premises in growth regions. Klövern is listed on Nasdaq Stockholm. For further information, see kelly.corem.se.
Klövern AB (publ), Bredgränd 4, 111 30 Stockholm. Phone: +46 (0)10-482 70 00. E-mail: firstname.lastname@example.org.
This information is information that Klövern AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 18:15 CET on 5 December 2017.