The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Klövern AB (publ) ("Klövern"), through its indirectly wholly-owned subsidiary Dagon Sverige AB (the "Offeror"), announced on 4 October 2018 a public cash offer to the shareholders of A Group of Retail Assets Sweden AB (publ) ("Agora") to transfer all ordinary Class A and Class B shares and preference shares in Agora to the Offeror (the "Offer"). Klövern announced on 13 November 2018 that the Offer is completed and that the acceptance period is extended. The extended acceptance period ended on 23 November 2018.
At the end of the initial acceptance period, the Offeror owned 4,689,062 ordinary Class A shares, 25,947,099 ordinary Class B shares and 282,056 preference shares in Agora, corresponding to approximately 99.3 per cent of the outstanding shares and approximately 99.7 per cent of the outstanding votes in Agora. During the extended acceptance period 59,914 ordinary Class B shares and 13,182 preference shares have been tendered in the Offer. Further, the Offeror has acquired 176 ordinary Class B shares and 589 preference shares in Agora in the market. Accordingly, as of today, the Offeror owns 4,689,062 ordinary Class A shares, 26,007,189 ordinary Class B shares and 295,827 preference shares in Agora, corresponding to approximately 99.5 per cent of the outstanding shares and approximately 99.8 per cent of the outstanding votes in Agora.[1] Klövern or the Offeror may acquire additional shares in Agora in the market.
Settlement for shares tendered in the Offer during the extended acceptance period is expected to take place on or around 29 November 2018. Klövern and the Offeror have decided not to extend the acceptance period any further.
Klövern and the Offeror have initiated a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer. In addition, Agora has, on request of Klövern, applied for de-listing of the shares of Agora from Nasdaq Stockholm First North. The last day of trading in the Agora share on Nasdaq Stockholm First North will be 4 December 2018.
Klövern AB (publ)
For further information, please contact:
Pia Gideon, Chairman of the Board, +46 (0)76-768 00 76, pia.gideon@gmail.com
Peeter Kinnunen, Head of Transactions, +46 (0)76-855 67 03, peeter.kinnunen@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.
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 (publ) and the Offeror are obliged to make public pursuant to the Takeover Rules. The information was submitted for publication, through the agency of the contact persons set out above, on 27 November 2018 at 08:00 CET.
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Offeror and Klövern disclaims any responsibility or liability for the violations of any such restrictions by any person.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law, and the Offeror and Klövern will not deliver any consideration under the Offer in or into any such jurisdiction.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Offeror, Klövern and Agora. Any such forward-looking statements speak only as of the date on which they are made and the Offeror and Klövern has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
