The Board of Directors of Klövern has resolved on a fully covered preferential rights issue of approximately SEK 2 billion supported by the two largest shareholders

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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.The Board of Directors of Klövern AB (publ) (“Klövern” or “the Company”), has on 6 October 2020, 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.BACKGROUND AND RATIONALEKlövern is a growth-oriented real estate company with the vision to create attractive and sustainable environments for the companies, individuals and societies of the future through its business concept of offering attractive premises with proximity and commitment and actively contributing to the urban development in growth regions. In recent years, Klövern has exhibited good growth, coupled with strong net moving-in and an improved operating margin, while at the same time working actively to streamline the property portfolio, both geographically and in terms of products.USE OF PROCEEDSThe proceeds from the Preferential Rights Issue are intended to be used for continued execution of the Company’s strategy. Consequently, the proceeds will be used to:
give the Company headroom for continued value creation through selective acquisitions to the Swedish or international property portfolio as well as project development of commercial and residential premises and,give the Company a strengthened balance sheet, lower leverage and increased financial flexibility.According to Klövern’s assessment, a strengthened balance sheet will reduce the Company’s financing costs, which entails an increased interest coverage ratio, improved cash flows and increased opportunities for future value creation through complementary acquisitions as well as increased opportunities to add additional development projects to the portfolio, in line with the Company’s strategy.TERMS OF THE PREFERENTIAL RIGHTS ISSUE
Klövern’s Board of Directors has decided, subject to approval at an Extraordinary General Meeting on 13 November 2020, to carry out a Preferential Rights Issue of approximately SEK 2 billion.
Complete terms and conditions for the Preferential Rights Issue, including subscription price, subscription ratio and the number of shares to be issued are expected to be published on 10 November 2020. The subscription period is expected to run from, and including, 19 November 2020, until, and including, 3 December 2020, or until the later date resolved by the Board of Directors. Trading in subscription rights is expected to take place on Nasdaq Stockholm from, and including, 19 November 2020 until, and including, 1 December 2020.SUBSCRIPTION AND GUARANTEE COMMITMENTSKlövern’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 votes3 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. The part of the Preferential Rights Issue not covered by subscription commitments from Rutger Arnhult (through companies) and Corem Property Group (publ), is guaranteed by Rutger Arnhult’s company M2 Asset Management AB (publ). M2 Asset Management AB (publ) has received an exemption from the mandatory bid requirement from the Swedish Securities Council (Sw: Aktiemarknadsnämnden) which otherwise could arise in connection with Rutger Arnhult’s (through companies) subscription of shares in the Preferential Rights Issue. 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 ISSUEFINANCIAL AND LEGAL ADVISORSNordea 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, [email protected]
Lars Norrby, IR, +46 (0)76-777 38 00, [email protected]
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: [email protected]IMPORTANT INFORMATIONIn 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.1 Repurchased own shares do not have voting rights at general meetings and have consequently been excluded from the total number of votes.2 This is a minor rewording of the target that the adjusted equity ratio shall in the long term be 40 per cent.3 Repurchased own shares do not have voting rights at general meetings and have consequently been excluded from the total number of votes.
Attachment201006 The Board of Directors of Klövern has resolved on a fully covered preferential rights issue of approximately SEK 2 billion supported by the two largest shareholders (pdf)