Klövern AB (publ): Klövern completes the offer to the shareholders of Agora and extends the acceptance period

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. 

Klövern AB (publ) (“Klövern“), through its indirectly wholly-owned subsidiary Dagon Sverige AB (the “Offeror“), announced on 4 October 2018 a public cash offer to the shareholders of A Group of Retail Assets Sweden AB (publ) (“Agora“) to transfer all ordinary Class A and Class B shares and preference shares in Agora to the Offeror (the “Offer“). The last day to accept the Offer was on
9 November 2018. The Offeror declares today that:

• The Offer has been accepted to such an extent that the Offeror after completion of the Offer will be the owner of 4,689,062 ordinary Class A shares, 25,947,099 ordinary Class B shares and 282,056 preference shares in Agora, corresponding to approximately 99.3 per cent of the outstanding shares and approximately 99.7 per cent of the outstanding votes in Agora.
• The Offeror has decided to complete the Offer and all conditions for the Offer are therefore satisfied, including the condition regarding a 90 per cent acceptance level.
• The Offeror extends the acceptance period for the Offer up to and including 23 November 2018 to allow remaining shareholders to accept the Offer.

At the time of the announcement of the Offer, the Offeror owned 2,909,342 ordinary Class B shares in Agora corresponding to approximately 9.3 per cent of the share capital and approximately 4.0 per cent of the votes in Agora. As of 9 November 2018, 4,689,062 ordinary Class A shares, 23,037,757 ordinary Class B shares and 282,056 preference shares have been tendered in the Offer. Accordingly, after the completion of the Offer, the Offeror will own 4,689,062 ordinary Class A shares, 25,947,099 ordinary Class B shares and 282,056 preference shares in Agora, corresponding to approximately 99.3 per cent of the outstanding shares and approximately 99.7 per cent of the outstanding votes in Agora.^[1]

To allow for the remaining shareholders to accept the Offer, the Offeror extends the acceptance period up to and including 23 November 2018 at 15:00 CET. Settlement for shares already tendered in the Offer is expected to take place on or around 16 November 2018. Settlement for shares tendered during the extended acceptance period is expected to take place on or around 29 November 2018. The Offeror may acquire additional shares in Agora in the market during the extended acceptance period.

The Offeror intends to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer. In connection therewith, the Offeror intends to promote a delisting of the shares of Agora from Nasdaq Stockholm First North.

Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw acceptances.

Klövern AB (publ)

For further information, please contact:
Pia Gideon, Chairman of the Board, + 46 (0)76-768 00 76, pia.gideon@gmail.com

Peeter Kinnunen, Head of Transactions, + 46 (0)76-855 67 03, peeter.kinnunen@klovern.se

Lars Norrby, IR, + 46 (0)76-777 38 00, lars.norrby@klovern.se

Klövern is a real estate company committed to working closely with customers to offer them attractive 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: info@klovern.se.

This information is information that Klövern AB (publ) and the Offeror are obliged to make public pursuant to the Takeover Rules. The information was submitted for publication, through the agency of the contact persons set out above, on 13 November 2018 at 08:00 CET.

Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements.  Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Offeror and Klövern disclaims any responsibility or liability for the violations of any such restrictions by any person.

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law, and the Offeror and Klövern will not deliver any consideration under the Offer in or into any such jurisdiction.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Offeror, Klövern and Agora. Any such forward-looking statements speak only as of the date on which they are made and the Offeror and Klövern has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.