Klövern announces preference share issue of SEK 1,050m
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction where such action would be prohibited.
The Board of Directors of Klövern AB (publ) (“Klövern” or “the Company”) has resolved, with authorization granted by the Extraordinary General Meeting on October 22, 2014, to carry out an issue of preference shares in Klövern (“the Offer”).
The right to subscribe for preference shares is granted to the public in Sweden and institutional investors in Sweden and abroad, including existing shareholders of Klövern
The Offer is carried out with a subscription price of SEK 150 and yearly dividend amounts to
SEK 10 per preference share, which means that the newly issued preference shares have an annual dividend yield of 6.7%
If the Offer is fully subscribed it will raise an amount of no more than approximately SEK 1,050m. The Board of Directors may decide to increase the Offer by up to SEK 825m
The subscription period runs from and including November 7 up until and including November 17, 2014 for the public in Sweden and from and including November 7 up until and including November 18, 2014 for institutional investors
The Board of Directors has decided that the record date of the reverse share split (1:2), resolved upon by the Extraordinary General Meeting, will be December 22, 2014
Background and reasons
Klövern is a growth oriented real estate company with the vision to create the communities of the future and with the business concept to, with availability and commitment, meet the customers needs of premises and services in Swedish growth regions. During the last years, Klövern has been active and completed a number of significant property transactions, as well as enjoyed a steady development of the existing property portfolio with strong net moving-in figures and improved operating margin.
Over the last years, Klövern has demonstrated a strong growth, which has been accomplished by continued investments in existing property portfolio and acquisitions of new properties. During the second quarter 2014, Klövern came into possession of Globen City and Startboxen 3 in Solna with total lettable area of 140,000 sq. m. and a property value of approximately SEK 4 bn, primarily consisting of office space. Klövern has ambitions to reach a property value of at least SEK 30bn in 2014. Following the above mentioned expansion, the property portfolio, as of September 30, 2014, consisted of 406 properties with a fair value of SEK 29.4bn and an estimated rental value of SEK 2.9bn.
Klövern sees favorable future opportunities for both acquisitions and further development of current properties, and in order to be able to seize such opportunities while still maintaining a balance between equity and debt that enables continued growth, the Board of Directors of Klövern has decided to carry out an issue of preference shares.
The Extraordinary General Meeting that authorized the Board of Directors to resolve on issue of preference shares also resolved on a bonus issue through which each existing shareholders of a Class A share will receive ten (10) ordinary shares of Class B which has one-tenth of a vote, in order to create conditions for flexibility in raising capital with limited dilution of votes for existing shareholders. Record date for the bonus issue is December 5, 2014. Last day of trading of shares in Class A including right to receive new shares of Class B is December 3, 2014. Since the bonus issue implies a theoretical decrease of the share price per ordinary share, the Extraordinary General Meeting on October 22, 2014, resolved on a reverse share split meaning that two (2) existing shares are consolidated into one (1) share of the same share class. The Board of Directors decided that the record date of the reverse share split will be December 22, 2014. Additional information regarding the reverse share split will be announced later on.
The Offer includes up to 7,000,000 preference shares with an issue price of SEK 150 per preference share, corresponding to issue proceeds of no more than SEK 1,050m, before issue costs. Minimum subscription is set to at least 50 preference shares, further subscription can be made in multiples of 10 preference shares and any application should be made from and including November 7 up until and including November 17, 2014 for the public in Sweden and between November 7 and November 18, 2014 for institutional investors.
Following a fully subscribed Offer, the number of shares in the Company will increase by 7,000,000 to 193,932,360 and the number of votes will increase by 700,000 to 169,283,160, corresponding to a dilution of approximately 3.6% of the shares and approximately 0.4% of the votes. 
The Board of Directors may decide, until and including the day of announcement of outcome estimated to November 19, 2014, to increase the Offer with 5,500,000 preference shares, to include up to 12,500,000 preference shares in total. In such case, the Company could raise up to another approximately SEK 825m as part of the Offer.
The Offer is made with deviation from the shareholders’ preferential rights and is directed to the public in Sweden as well as institutional investors in Sweden and abroad, including the current shareholders of Klövern. The reason for deviating from the shareholders’ preferential rights is to strengthen the institutional investor base as well as to increase the dispersion of the preference share among the public. Applications from existing shareholders in Klövern as well as customers in Swedbank, Nordea and Avanza may be given particular consideration if the Offer is oversubscribed.
For complete terms and conditions, please see the prospectus to be announced with respect to the Offer.
Prospectus and information brochure
Klövern has composed a prospectus with the respect to the issue, which will be registered as soon as approval is obtained by the Swedish Financial Supervisory Authority, which is expected to occur this day. The prospectus, an information brochure and the application form are available on Klövern’s website kelly.corem.se, Swedbank’s website www.swedbank.se/prospekt as well as Nordea’s website www.nordea.se (under Sparande/Handla och placera). The information brochure and an application form will be distributed to Klövern’s directly registered shareholders.
Preliminary timetable for the Offer
Subscription period (public in Sweden) November 7 – November 17, 2014
Subscription period (institutional investors) November 7 – November 18, 2014
Announcement of outcome November 19, 2014
Settlement date November 21, 2014
Paid subscription shares (BTA) on VP-account/depository account (institutions) November 21, 2014
Paid subscription shares (BTA) on VP-account/depository account (public) November 24, 2014
First day of trading November 26, 2014
Reverse share split
The Extraordinary General Meeting on October 22, 2014 resolved on a reverse share split, meaning that two (2) existing shares, independent of class of share, are consolidated into one (1) share of the same share class and authorized the Board of Directors to decide upon the record date, which the Board of Directors has resolved to be December 22, 2014. The last date of trading in Klövern’s shares on Nasdaq Stockholm before the reverse share split is December 18, 2014. The first day for trading in Klövern’s shares after the reverse share split is December 19, 2014, which implies that the share price will reflect the effect of the reverse share split from December 19, 2014. For shareholders whose shares on the record date, after the reverse share split, do not correspond to a full number of new shares (ie. not evenly divisible by two), Klövern will at the Company’s expense arrange that the excess shares are sold by Swedbank and that the proceeds will be distributed among the shareholders who owned the excess shares at the record date, in relation to their interest in the shares sold.
In connection with the reverse-split, the terms of the preference shares concerning dividend, redemption rights and right toparticipate in distributions of the Company’s assets upon dissolution of the company, will be adjusted to render them consistent with the new number of shares, in accordance with the Extraordinary General Meeting’s resolution.
Nordea and Swedbank are Joint Lead Managers and Joint Bookrunners, MAQS is legal advisor to Klövern and Gernandt & Danielsson is legal advisor to Joint Lead Managers and Joint Bookrunners for the Offer.
Klövern AB (publ)
Board of Directors
For additional information:
Rutger Arnhult, VD, +46 (0)70-458 24 70, email@example.com
Lars Norrby, IR, +46 (0)76-777 38 00, firstname.lastname@example.org
Klövern is a real estate company committed to working closely with customers to offer them efficient premises in Swedish growth regions. As of September 30, 2014, the value of the properties totaled SEK 29 billion and the rental value on an annual basis was SEK 2.9 billion. Klövern is listed on Nasdaq OMX Stockholm Mid Cap. For further information, see kelly.corem.se.
Klövern AB (publ), Box 1024, 611 29 Nyköping. Phone: +46 155-44 33 00, Fax: +46 155-44 33 22,
This information is such that Klövern AB (publ) is obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 6 November 2014.
The information in this press release does not constitute an offer to acquire, subscribe, or otherwise trade in shares or other securities in Klövern. Klövern has not taken, and will not take any actions to allow a public offering in any jurisdiction other than Sweden. This press release may not be released, published, reproduced or distributed, directly or indirectly in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such action is not permitted or such action is wholly or partially subject to legal restrictions or where such action would require additional registrations or other actions in addition to what follows from Swedish law. Failure to comply with this instruction may result in a violation of applicable securities laws.
No BTAs (interim shares) or securities issued by Klövern have been or will be registered under the United States Securities Act of 1933 (“Securities Act”) and may not be offered, subscribed, sold or otherwise transferred, directly or indirectly, in or into the United States except, pursuant to a written consent from Klövern and under an applicable exemption from the registration requirements under the Securities Act and in accordance with the securities legislation of any state or other jurisdiction in the United States.
Nordea and Swedbank are acting solely on behalf of Klövern in connection with the Offer and will not be responsible in relation to any other party than Klövern for providing the protection afforded to their clients or for providing advice in connection with the Offering. Nordea and/or Swedbank accept no responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Nordea and/or Swedbank, or on their behalf, and nothing in this announcement is or shall be relied upon as a promise or undertaking in this respect, whether as to the past or future. Nordea and/or Swedbank accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise which Nordea and Swedbank might otherwise have in respect of this announcement or any information provided in connection with the Offer.
This press release may contain certain forward-looking statements which reflect Klövern’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements.
 Without regard to the resolved upon by the Extraordinary General Meeting decided reverse share split.