The Board of Directors of Klövern has decided, by virtue of the authorization granted by the extraordinary shareholders’ meeting on 14 September 2012, to carry out an issue of preference shares.
The subscription price is set to SEK 136 per preference share and not more than 3,700,000 preference shares may be issued
If fully subscribed, the issue will raise a total of approximately SEK 500 million before issue expenses
The right to subscribe for preference shares is granted to the public in Sweden and institutional investors in Sweden and abroad, including the current shareholders of Klövern
The subscription period will commence on 20 September and end on 28 September 2012.
Background and purpose
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 customer’s needs of premises and services in Swedish growth regions. During the last year, Klövern has been active and completed a number of successful property transactions, as well as enjoyed a steady development of the existing property portfolio with strong net moving-in figures and improved operating margin.
In March 2012, Klövern concluded the bid on the listed real estate company Dagon with a property value of more than SEK 5.7 billion. The purchase price for the shares was SEK 1.5 billion and consisted of SEK 0.5 billion in cash and SEK 1.0 billion in issued preference shares. The preference share was a new class of share for Klövern and in order to receive satisfying ownership dispersion, existing shareholders in Klövern were allocated preference shares in a bonus issue.
During the spring of 2012, Klövern issued non-secured bonds totalling SEK 1.0 billion, improving its liquidity and enabling growth through acquisitions and investments.
Following the acquisition of Dagon, Klövern has made additional acquisitions of properties in, among others, the Stockholm, Gothenburg, Linköping and Norrköping area, totalling more than SEK 1.2 billion. The expansion enables Klövern to strengthen its position in the major cities and adds modern good yielding properties. Furthermore, Klövern has invested more than SEK 580 million in existing properties during the first half of 2012 as well as acquired 12 per cent of the share capital in the listed real estate company Diös Fastigheter AB during the third quarter of 2012. When acquiring one of the properties, newly issued preference shares were used as means of payment and the acquisition of shares in Diös was partially paid for with repurchased common shares and through the issuance of preference shares.
Klövern has ambitions of an annual net growth in property value by at least SEK 1 billion and a long-term property value of at least SEK 25 billion. Following the above mentioned expansion, the property portfolio, as of 30 June 2012, consisted of 381 properties with a fair value of SEK 21.5 billion and an estimated rental value of SEK 2.3 billion.
Klövern sees favourable future opportunities for acquisitions and in order to be able to seize such opportunities while still maintaining an adequate capital structure, the Board of Directors of Klövern has decided to carry out an issue of preference shares, which, if fully subscribed for, will raise approximately SEK 500 million. The amount issued will be used to increase the share of equity capital as well as for additional acquisitions within interesting growth regions and property categories.
Not more than 3,700,000 preference shares may be issued at a subscription price of SEK 136 per preference share, raising up to SEK 503.2 million before issue expenses. Minimum subscription is set to at least 50 preference shares, further subscription can be made in multiples of 10 preference shares and any application to subscribe should be completed between 20 September and 28 September 2012.
The right to subscribe to preference shares in this offer is, disapplying the pre-emption rights of existing shareholders, granted to the public in Sweden as well as institutional investors in Sweden and abroad, including the current shareholders of Klövern. The reason for disapplying the pre-emption rights of existing shareholders is to strengthen the institutional investor base as well as increase the dispersion of the preference share among the public. Applications from existing shareholders in Klövern, with regards to their relative existing shareholdings, as well as customers in Swedbank and sparbankerna shall be given particular consideration.
For complete terms and conditions, please see the prospectus announced with respect to the issue.
Prospectus and information brochure
Klövern has composed a prospectus with the respect to the issue, which has been approved and registered by the Swedish Financial Supervisory Authority. The prospectus, an information brochure and the application form are available on Klövern’s website kelly.corem.se as well as Swedbank’s website www.swedbank.se/prospekt. The information brochure and application form will be distributed to Klövern’s directly registered shareholders.
Preliminary time schedule
Subscription period for the offer 20 September – 28 September 2012
Announcement of subscription results 1 October 2012
Settlement day 4 October 2012
Financial and legal advisers
Swedbank Corporate Finance is financial adviser and MAQS Law Firm Advokatbyrå AB is legal adviser to Klövern in connection with the offer.
Nyköping, 20 September 2012
Klövern AB (publ)
The Board of Directors
For additional information, please contact:
Rutger Arnhult, VD, 072-301 53 31, email@example.com
Britt-Marie Nyman, Finans- & IR-chef, vVD, 0155-44 33 12/070-224 29 35, firstname.lastname@example.org
Klövern is a real estate company committed to working closely with customers to meet their needs of premises and services in Swedish growth regions. As of 30 June 2012 the value of the properties totalled approximately SEK 21.5 billion and the rental income on an annual basis was around SEK 2.3 billion. The Klövern share is listed on NASDAQ OMX Stockholm Mid Cap.
Klövern AB (publ), Box 1024, 611 29 Nyköping. Tel 0155-44 33 00, Fax 0155-44 33 22.
Org.nr 556482-5833. Styrelsens säte: Nyköping. kelly.corem.se.
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 September 20, 2012.
This notice contains future-oriented information. Future-oriented information by its nature entails risks and uncertainties as it relates to events and depends on circumstances that may or may not take place. Klövern draws the reader’s attention to the fact that future-oriented statements shall not be understood as guarantees regarding future development, and that the Group’s actual earnings, financial position, liquidity and development in the industry in which the group operates may differ substantially from the goals and expectations shown by the future-oriented information contained in this press release. These future- oriented statements only apply on the date of publication of this notice. Klövern gives no undertakings to publish updates or revisions of the future- oriented statements, neither due to new information, future events or the like, and explicitly disclaims any obligations and undertakings to publish any updates or revisions of the future-oriented statements contained in this press release due to any change in Klövern’s expectations in connection with or change of events, conditions or circumstances on which such statements are based.
This notice may not be distributed or reproduced, directly or indirectly, in or to the United States, Canada, Australia, Japan, New Zealand or South Africa and does not constitute, and is not a part of, any offer to acquire, subscribe to, sell or exchange, and not either a request for an offer to purchase, subscribe to, sell or exchange any securities to any person in the United States, Canada, Australia, Japan, New Zealand or South Africa, or a request for anyone to vote in a particular way in any such jurisdiction, and neither may any sale, issuance or transfer of the securities referred to in this press release take place in any jurisdiction in conflict with applicable legislation (“Limited Jurisdictions”). The offer is not made, directly or indirectly, in or to the United States or any other Limited Jurisdiction, or by post or other national or international means of communication (including, inter alia, fax, telephone and Internet) or through an establishment belonging to a stock exchange or another trading location in the United States or in any other of the Limited Jurisdictions and the offer cannot be accepted in any such way, by such means of communication or through such establishment or from the United States or any other Limited Jurisdiction. Shares in Klövern have not been registered, and will not be registered, in accordance with the US Securities Act 1933, with subsequent amendments (“Securities Act”), and may not be transferred or offered for sale in the United States unless such registration takes place in accordance with the Securities Act or an exemption from such registration is applicable. No offer concerning shares in Klövern is being made in the United States.