Klövern AB (publ) ("Klövern") hereby announces, for the account of its indirectly wholly-owned subsidiary Dagon Sweden AB, registration number 556473-1213, (the "Offeror") an offer document in connection with the mandatory public cash offer which the Offeror announced on 9 February 2018 at 18:30 CET in accordance with the Takeover Rules for certain trading platforms, effective as of 1 November 2017 by the Swedish Corporate Governance Board (the "Takeover Rules") to the shareholders of Tobin Properties AB (publ), registration number 556733-4379, ("Tobin Properties") to tender all outstanding ordinary shares and Class A preference shares in Tobin Properties to the Offeror. As consideration, the Offeror offers SEK 22.65 in cash per ordinary share and SEK 108.50 in cash per Class A preference share in Tobin Properties that are not already owned by the Offeror (the "Offer").[1] The shares in Tobin Properties are traded on Nasdaq First North Premier ("First North Premier").
The offer document and application form is available on Klövern's website, www.klovern.se, and on Swedbanks website, www.swedbank.se/prospekt. The offer document, a pre-printed application form and an addressed envelope will be distributed to all shareholders whose holdings in Tobin Properties are registered with Euroclear Sweden AB. Shareholders whose holdings are nominee-registered will not receive an offer document or a pre-printed application form. Acceptance of the Offer should instead be in accordance with instructions from the respective trustee.
The Offer represents a premium of approximately 11.0 per cent compared to the closing price of SEK 20.40 on First North Premier for the ordinary shares and a premium of approximately 0.0 per cent to the closing price of SEK 108.50 on First North Premier regarding the Class A preference shares in Tobin Properties on 8 February 2018. Further, the Offer represents a premium of approximately 0.0 per cent to the volume weighted average price of SEK 22.64 per ordinary share and a premium of approximately 1.2 per cent to the volume weighted average price of SEK 107.26 per Class A preference share in Tobin Properties during a period of twenty (20) trading days prior to the announcement of the holding, i.e. on 17 January 2018 when the obligation for the Offeror to announce the mandatory bid arose.
Timeline for the Offer
The acceptance period will commence on 26 February 2018 and expire on 26 March 2018. Please note that completed application forms must be received by Swedbank AB no later than 15:00 CET on 26 March 2018. Application forms distributed by ordinary mail should be sent in due time before the last day of the acceptance period. Payment of offered consideration will be commenced when the Offeror via Klövern has announced the outcome of the Offer. Such an announcement will include a preliminary date of settlement regarding payment of considerations. Provided that such an announcement is made at the latest on 29 March 2018, payment of considerations will be received by shareholders on or about 4 April 2018. Shareholders whose holdings are nominee-registered will receive payment of considerations in accordance with the procedure of the respective trustee.
The Offeror reserves the right to extend the acceptance period for the Offer. The expected date of settlement will not be delayed for the shareholders who have already accepted the Offer, in case of extension of the acceptance period. The Offeror via Klövern will announce any extension of the acceptance period through a press release in accordance with applicable laws and regulations.
Important information about LEI and NID at acceptance
According to MiFID II and starting from 3 January 2018, all investors must have a global identification code in order to conduct a securities transaction. These regulations require legal entities to apply for registration of a Legal Entity Identifier (LEI code) and natural persons need to find their National ID or National Client Identifier (NID number) in order to accept the Offer. Please note that it is the shareholder's legal status that determines whether a LEI code or NID number is required, and that the issuing agent may be prevented from performing the transaction on behalf of the person in question if a LEI code or NID number (as applicable) is not provided.
Legal persons who need to obtain a LEI code may contact one of the suppliers available on the market. Through this link approved institutions for the global LEI system can be found: www.gleif.org/en/about-lei/how-to-get-an-lei-find-lei-issuing-organizations.
For natural persons who only have Swedish citizenship, the NID number consists of the designation "SE" followed by the person's social security number. If the person in question has more or anything other than Swedish citizenship, the NID number may be any other type of number.
Apply for registration of a LEI code (legal persons) or find out the NID number (natural persons) in good time since this information is required in the application form upon acceptance of the Offer.
Applicable law, disputes etc.
Swedish law is applicable to the Offer. The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules and, if applicable, the Swedish Council's rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee pre-existing rules on takeover offers on the stock market also applies to the Offer. Disputes relating to the Offer shall be settled exclusively by Swedish court, with the Stockholm District Court as the first instance.
The Offer is not being made (nor will any acceptance by shareholders or anyone else on behalf of the shareholders be approved) in any jurisdiction in where the submission of the Offer or the acceptance of the Offer cannot occur, in accordance with laws and regulations of the jurisdictions.
The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or USA (including the District of Columbia).
As a result, this press release, the offer document, the application form or other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including the District of Columbia). The Offeror will not offer any consideration in accordance with the Offer to, or accept application forms from especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including the District of Columbia).
Advisors
MAQS Advokatbyrå Stockholm AB is acting as legal advisor to Klövern and the Offeror in relation to the Offer.
Additional information about the Offer
The information was submitted for publication on 23 February 2018 at 14:00 CET.
For additional information about the Offer, please visit www.klovern.se. All inquiries related to the Offer should be directed to: Lars Norrby, IR, phone: +46 (0)76-777 38 00, e-mail: lars.norrby@klovern.se.
Klövern and the Offeror in brief
Klövern is one of Sweden's largest listed real estate companies. Klövern owns and manages more than 400 properties which have a total lettable area of close to three million square meters. Klövern offers its tenants attractive premises not only in Stockholm, Gothenburg and Malmö but also in a number of strong regional cities across the country as well as in Copenhagen. Klövern focuses primarily on office properties, but also offers premises for companies and organizations active in health care, education, retail as well as in warehouse/logistics. Furthermore, Klövern Living is working on a number of residential development projects. For further information about Klövern, see www.klovern.se.
The Offeror is a Swedish limited company established in 1993. The Offeror has its registered office in Nyköping, Sweden and is an indirectly wholly-owned subsidiary of Klövern, whose business is to, directly or indirectly, through group companies, pursue acquisition, divestment and management of real estate, and other thereto compatible business.
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 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 (0)10-482 70 00. E-mail: info@klovern.se.
This information is information that Klövern AB is obliged to make public pursuant to the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, on 23 February 2018, at 14:00 CET.
[1] The offered consideration for the shares will be adjusted if Tobin Properties carries out a dividend or other transfer of value to the shareholders before settlement of the Offer is announced and will consequently be reduced by a corresponding amount per share for each such dividend and transfer of value.
