Klövern AB

Klövern announces a mandatory public cash offer to the shareholders of Tobin - Seite 2

On 5 February 2018, Tobin Properties announced the outcome of a rights issue with preferential rights for its shareholders which was fully guaranteed by Klövern. The rights issue had been fully subscribed whereas Klövern will not need to fulfill its guarantee commitment. When the rights issue is registered, which is expected to occur on or about 12 February 2018, the Offeror's ownership in Tobin Properties will amount to approximately 35 per cent of the total number of outstanding shares and approximately 36 per cent of the total number of outstanding votes in Tobin Properties. Therefore, the Offeror's obligation to announce the Offer in accordance with the provisions of Section III of the Takeover Rules still applies.

The Offer in brief

• At the announcement of the Offer, the Offeror owns 7,500,000 ordinary shares in Tobin Properties, representing approximately 40 per cent of the total number of outstanding shares and approximately 42 per cent of the total number of outstanding votes in Tobin Properties. The shares were acquired through the Directed Share Issue.
• Following registration by Tobin Properties of its announced rights issue, the Offeror's ownership in Tobin Properties will amount to approximately 35 per cent of the total number of outstanding shares and approximately 36 per cent of the total number of outstanding votes in Tobin Properties.
• The shareholders in Tobin Properties are offered SEK 20 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 total value of the Offer comprises to approximately SEK 367,764,557 based on a total number of 13,962,157 shares outstanding in Tobin Properties that are not already owned by the Offeror, whereof 12,961,915 are ordinary shares and 1,000,242 are Class A preference shares.
• The Offer corresponds to the following premiums:
  • a negative premium of approximately 2.0 per cent compared to the closing price of SEK 20.40 on First North Premier for the ordinary shares in Tobin Properties 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; and
  • a negative premium of approximately 7.4 per cent to the volume weighted average price of SEK 21.61 per ordinary share in Tobin Properties and a premium of approximately 0.5 per cent to the volume weighted average price of SEK 107.92 per Class A preference share in Tobin Properties during a period of twenty (20) trading days prior to the announcement of the Offer.
• The Offer is not subject of any conditions for completion of the Offer.
• The Offer will not be subject to any financing condition. The Offer is fully financed by existing and available cash and through available credit facilities.
• An offer document relating to the Offer is expected to be announced on 23 February 2018 and the acceptance period of the Offer is expected to commence on 26 February 2018, and expire on 26 March 2018.
• The preliminary date for settlement is expected to be about 4 April 2018.
• The Offer is governed by the Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules.