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.
Klövern announced on 6 November 2014 that the Board of Directors had resolved, by virtue of the authorization granted by the extraordinary shareholders’ meeting on 22 October 2014, to carry out an issue of up to 7,000,000 preference shares at a subscription price of SEK 150 per preference share, including an option to increase the offer to 12,500,000 preference shares (“the Offer”). The Offer was increased to 12,500,000 preference shares on 13 November 2014. The Offer was directed towards the public in Sweden and institutional investors in Sweden and abroad. The subscription period for the offer to the public ended on 17 November 2014 and the subscription period for institutional investors ended on 18 November 2014.
The interest to subscribe for preference shares in Klövern has been large from both the public and from institutional investors and the Offer was considerably oversubscribed. Within the Offer approximately 13,000 private and institutional investors have been allotted preference shares in Klövern, whereof approximately 5,000 current shareholders and approximately 8,000 new shareholders. The issue proceeds amount to SEK 1,875 million, before issue related costs. The proceeds will be used to finance further acquisitions and development of the current property portfolio. Klövern wants to clarify that the proceeds are not to be used for early redemption of outstanding bonds maturing in March 2015.
The settlement date is 21 November 2014 and the first day of trading of the newly issued preference shares on Nasdaq Stockholm is expected to be 26 November 2014.
After the issue, the total number of shares in Klövern will amount to 199,432,360, of which 166,544,360 common shares and 32,888,000 preference shares.
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.
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 19 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.
 Excluding the 1,665,443,600 ordinary shares of class B, which will be issued in connection with Klövern’s registered bonus issue with record date 5 December 2014.