NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED KINGDOM, FRANCE, BELGIUM AND ITALY) MAY BE RESTRICTED BY LAW.
Klövern has mandated Nordea and Swedbank to arrange fixed income investor meetings starting on 20 October 2016. A SEK denominated senior unsecured capital markets transaction may follow, subject to market conditions (the "New Issue Transaction"). Furthermore, Klövern announces its invitation to holders (the "Holders") of its outstanding SEK 1,150,000,000 FRN bonds due 19 January 2017 (ISIN: SE0004868453)(the "January 2017 bonds") to tender their January 2017 bonds for cash, subject to the conditions outlined below. Holders are hereby offered to participate in the New Issue Transaction.
Early Redemption
Conditional upon the consummation of the New Issue Transaction, Klövern intends to make an early redemption of the January 2017 bonds in accordance with the Terms & Conditions dated 19 October 2012. The January 2017 bonds will in an early redemption event be redeemed at a price equal to 100.00 per cent. of the nominal amount (plus accrued and unpaid interest from, but excluding, the preceding interest payment date until, and including, the relevant early redemption date).
Tender Offer
For every nominal SEK 1,000,000 of bonds in the New Issue Transaction irrevocably subscribed by a Holder, Klövern agrees to purchase from that Holder nominally SEK 1,000,000 of the January 2017 bonds at a fixed cash price equal to 100.250 per cent. of the nominal amount (plus an amount equal to any accrued and unpaid interest from, but excluding, the preceding interest payment date until, and including, the relevant settlement date) (the "Tender Offer"). Holders may receive priority allocation for the aggregate principal amount of bonds subscribed for in the New Issue Transaction in relation to January 2017 bonds tendered to Klövern.
The New Issue Transaction proceeds will be used for the refinancing of the January 2017 bonds and for general corporate purposes. The acceptance of bonds for purchase pursuant to the Tender Offer is conditional on the successful completion, determined by Klövern, of the New Issue Transaction, on terms satisfactory to Klövern in its sole discretion. Holders can only participate in the Tender Offer by submitting a valid tender instruction.
Deadline
The Tender Offer expires at 17.00 CET on Tuesday 25 October 2016, unless extended, re-opened, withdrawn or terminated at the sole discretion of Klövern. Klövern will announce the results and whether any of the January 2017 bonds will be accepted for the offer as soon as reasonably practicable after the pricing of the New Issue Transaction. Settlement for any purchase of January 2017 bonds pursuant to the Tender Offer is expected to take place on the same date as the settlement of bonds subscribed for in the New Issue Transaction and will be no later than Wednesday 9 November 2016.
Subject to applicable law, Klövern may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Tender Offer at any time. Holders are advised to carefully read this announcement for the details of and information on the procedures for participating in the Tender Offer.
Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via the Dealer Managers.
Participation
Holders will not receive a tender document for this tender transaction, and any Holders wishing to participate in the Tender Offer should contact the arranging banks using the contact details below to receive an acceptance form, which includes the details of how to participate in the Tender Offer. Tender instructions given via the acceptance form are irrevocable by the Holders, except in the limited circumstance described in the acceptance form. Holders should only submit their tender instructions to one of the arranging banks.
Joint Bookrunners and Dealer Managers
Nordea Bank AB (publ)
Tel: +45 6161 2996,
E-mail: Nordealiabilitymanagement@nordea.com
Swedbank AB (publ)
Tel: +46 8 700 90 22
E-mail: Syndicate@swedbank.se
Klövern AB (publ)
For additional information:
Rutger Arnhult, CEO, +46 70-458 24 70, rutger.arnhult@klovern.se
Lars Norrby, IR, +46 76-777 38 00, lars.norrby@klovern.se
Klövern is a real estate company committed to working closely with customers to offer them efficient premises in Swedish growth regions. Klövern is listed on Nasdaq Stockholm. For further information, see www.klovern.se.
Klövern AB (publ), Bredgränd 4, 111 30 Stockholm. Phone: +46 8-400 500 50. E-mail: info@klovern.se.
This information is information that Klövern AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 11:30 CET on 20 October 2016.
