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Klövern announces terms of the preferential rights issue of approximately SEK 2 billion

Klövern AB (publ)
·14-min read

THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER ACTIONS TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. THIS PRESS RELEASE IS NOT A PROSPECTUS BUT AN ANNOUNCEMENT BY THE BOARD OF DIRECTORS OF KLÖVERN’S CONDITIONAL RESOLUTION TO CONDUCT AN ISSUANCE OF SHARES WITH PREFERENTIAL RIGHTS FOR KLÖVERN’S SHAREHOLDERS. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASE.

On 6 October 2020, the Board of Directors of Klövern AB (publ) (“Klövern” or “the Company”) resolved on a fully covered rights issue of approximately SEK 2 billion with preferential rights for existing holders of ordinary shares (the “Preferential Rights Issue”), subject to approval at an Extraordinary General Meeting on 13 November 2020. The Board of Directors has today decided that the following terms shall apply to the issue.

THE PREFERENTIAL RIGHTS ISSUE IN BRIEF

  • The purpose of the Preferential Rights Issue is to give the Company headroom for continued value creation through selective acquisitions to the Swedish or international property portfolio, project development of commercial and residential premises, and to give the Company a strengthened balance sheet, lower leverage and thereby increased financial flexibility.

  • Shareholders in Klövern have preferential rights, for ordinary share of class A and class B, to subscribe for one (1) new share per four (4) existing shares of class A and class B, respectively.

  • The subscription price has been set to SEK 10 per share, which, given that the Preferential Rights Issue is fully subscribed, will provide proceeds of SEK 2,063 million before transaction costs, which are estimated to approximately SEK 35 million.

  • The record date for participation in the Preferential Rights Issue is 17 November 2020.

  • The subscription period runs from, 19 November 2020, up to and including, 3 December 2020.

  • The Preferential Rights Issue is subject to approval at an Extraordinary General Meeting on 13 November 2020.

  • The two largest shareholders, of the share capital, Rutger Arnhult (through companies) and Corem Property Group AB (publ), which together represent 33.8 per cent of outstanding ordinary shares and 32.6 per cent of the total number of votes in Klövern1, have undertaken to subscribe for their respective pro rata shares in the Preferential Rights Issue. In addition, Länsförsäkringar Fastighetsfond and Handelsbanken Fonder, which together represent 11.9 per cent of outstanding ordinary shares and 6.7 per cent of the total number of votes in Klövern1, have expressed their intention to subscribe for their respective pro rata shares in the Preferential Rights Issue.

  • The part of the Preferential Rights Issue that is not covered by subscription commitments, is guaranteed by Rutger Arnhult’s company M2 Asset Management AB (publ). Thus, the Preferential Rights Issue is fully covered.


TERMS OF THE PREFERENTIAL RIGHTS ISSUE
Klövern’s existing holders of ordinary shares have preferential rights to subscribe for new ordinary shares in the same class (class A & B respectively) in proportion to the number of ordinary shares that the holder already owns (primary preferential right). Shareholders who on the record date 17 November 2020 are registered as the holder of ordinary shares of class A and class B in the share register kept by Euroclear Sweden for Klövern, have preferential right to subscribe for new ordinary shares in the Preferential Rights Issue in proportion to the number of ordinary shares of class A and class B, respectively, held on the record date. For each ordinary share of class A and class B held on the record date, shareholders will receive one (1) subscription right of class A and class B, respectively. The subscription rights entitle the holder to subscribe for shares with preferential rights, whereby four (4) subscription rights of class A and class B entitle subscription of one (1) new ordinary share of class A and class B respectively.

Ordinary shares that are not subscribed for through primary preferential right will primarily be offered to existing shareholders in Klövern, regardless of whether they own ordinary or preference shares, which have notified their interest to subscribe for new ordinary shares without support from subscription rights (subsidiary preferential right). If ordinary shares offered in this way are not sufficient for the subscription that takes place with subsidiary preferential right, the ordinary shares shall be distributed among the subscribers in proportion to the total number of shares they held in the Company prior thereto, regardless of whether they own ordinary or preference shares. To the extent that this cannot be done, the distribution of shares shall be made by the drawing of lots. Secondly, allotment shall be made to other investors who have subscribed for shares in the Preferential Rights Issue without support of preferential rights and, in the event of oversubscription, pro rata in relation to the number of shares subscribed for and to the extent this cannot be done, by the drawing of lots. Thereafter, allotment shall be made to Rutger Arnhult’s company M2 Asset Management AB (publ) in accordance with the guarantee commitment described below.

Provided that the Preferential Rights Issue is fully subscribed, Klöverns share capital will increase by a maximum of SEK 412,518,618, from SEK 1,864,875,960 to not more than SEK 2,277,394,578, by issuance of not more than 206,259,309 new ordinary shares of class A and class B, respectively. If fully subscribed, the Preferential Rights Issue will increase the number of ordinary shares in the Company with 206,259,309 ordinary shares, from 915,993,980 ordinary shares to 1,122,253,289 ordinary shares, which corresponds to a dilution of approximately 18.1 per cent of the total number of shares and 19.8 per cent of the total number of votes1 in the Company. Shareholders choosing not to participate in the Preferential Rights Issue have the opportunity to fully or partly financially compensate themselves for this dilution by selling their subscription rights.

The new shares in Klövern are issued at a subscription price of SEK 10 per share, regardless of share class. No commission will be charged. Thus, the Preferential Rights Issue will provide Klövern with proceeds up to SEK 2,063 million before deduction of transaction costs, which are estimated to approximately SEK 35 million.

The record date at Euroclear Sweden for determining which holders of ordinary shares that are entitled to receive subscription rights is 17 November 2020. This means that the share will be traded including right to participate in the Preferential Rights Issue up to, and including, 13 November 2020.

The subscription period runs from 19 November 2020, up to, and including, 3 December 2020, or until such later date resolved by the Board of Directors. Trading in subscription rights of class A and class B, respectively, takes place on Nasdaq Stockholm from 19 November 2020 up to, and including, 1 December 2020.

The resolution by the Board of Directors on the Preferential Rights Issue is subject to approval by the Extraordinary General Meeting to be held on 13 November 2020. For more information, please see the separate press release regarding the Extraordinary General Meeting which was published on 7 October 2020.

SUBSCRIPTION UNDERTAKINGS AND GUARANTEE COMMITMENT
Klövern’s two largest shareholders, of the share capital, Rutger Arnhult (through companies) and Corem Property Group AB (publ), which together hold and represent 33.8 per cent of outstanding ordinary shares and 32.6 per cent of the total number of votes1 in Klövern, endorse the resolution on a rights issue and have entered binding subscription commitments for subscription of shares corresponding to their respective pro rata shares in the Preferential Rights Issue. In addition, Länsförsäkringar Fastighetsfond and Handelsbanken Fonder, which together represent 11.9 per cent of outstanding ordinary shares and 6.7 per cent of the total number of votes1 in Klövern, have expressed their intention to subscribe for their respective pro rata shares in the Preferential Rights Issue. The part of the Preferential Rights Issue that is not covered by subscription commitments is guaranteed by Rutger Arnhult’s company M2 Asset Management AB (publ). In the event that the guarantee is utilised, M2 Asset Management AB (publ)'s holdings in Klövern may increase to a maximum of 27.4 per cent of the share capital and 29.2 per cent of all votes in Klövern. Thus, the Preferential Rights Issue is fully covered. A guarantee commission of 1 per cent of the guaranteed amount will be payable to M2 Asset Management AB (publ).

INDICATIVE TIMETABLE FOR THE PREFERENTIAL RIGHTS ISSUE

13 November 2020

Extraordinary General Meeting to approve the Preferential Rights Issue resolution by the Board of Directors

13 November 2020

Last day of trading in shares including right to participate in the Preferential Rights Issue

16 November 2020

Publication of prospectus

16 November 2020

First day of trading in shares excluding right to participate in the Preferential Rights Issue

17 November 2020

Record date for participation in the Preferential Rights Issue, i.e. holders of ordinary shares who are registered in the share register on this day will receive subscription rights for participation in the Preferential Rights Issue

19 November 2020 –
1 December 2020

Trading in subscription rights

19 November 2020 –
3 December 2020

Subscription period

4 December 2020

Announcement of preliminary outcome of the Preferential Rights Issue

7 December 2020

Announcement of final outcome of the Preferential Rights Issue

FINANCIAL AND LEGAL ADVISORS
Nordea Bank Abp, Swedish branch, Swedbank AB (publ) and Danske Bank A/S, Denmark, Swedish branch are Joint Global Coordinators. Walthon Advokater AB is legal advisor to the Company and Linklaters Advokatbyrå AB is legal advisor to the Joint Global Coordinators in the Preferential Rights Issue.

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Rutger Arnhult, CEO, +46 (0)70-458 24 70, rutger.arnhult@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 www.klovern.se.

This information is information that Klövern AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation and the Swedish Securities Markets Act (2007:528). The information was submitted, through the agency of the contact persons above, for publication at 08:50 CET on 10 November 2020.

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

IMPORTANT INFORMATION
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.

This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Klövern. Invitation to the persons concerned to subscribe for shares in Klövern will only be made through the prospectus that Klövern intends to publish on the Company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial information as well as information regarding the Company’s Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by Klövern.

This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the “Securities Act”) or laws applicable in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

This press release is distributed in any member state of the European Economic Area under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) only to those persons who are qualified investors for the purposes of the Prospectus Regulation in such member state, and such other persons as this press release may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this press release or any of its contents.

To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as “will”, “expect”, “believe”, “estimate”, “intend”, “anticipate” and similar expressions. Such statements express Klövern's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and forecasts that Klövern has made to the best of its ability, but which Klövern does not claim will be correct in the future. Forward-looking statements are associated with risks and uncertainties that are difficult to predict and cannot, in general, be influenced by Klövern. It should be noticed that actual events or outcomes may differ materially from those covered by, or expressed in, the forward-looking statements.

The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.



1 Repurchased own shares do not have voting rights at general meetings and have consequently been excluded from the total number of votes.


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