Klövern AB

Klövern announces a revised mandatory public cash offer to the shareholders of Tobin Properties - Seite 3

Background and reasons for the Offer

The Offer is announced because of the mandatory public offer obligation which the Offeror became subject to after the acquisition of ordinary shares in Tobin Properties through the Directed Share Issue. Thereby, the Offeror became the new main owner of Tobin Properties. The Offer is not motivated by any ambition to acquire the entire Tobin Properties. Klövern does not plan to make any significant changes to Tobin Properties' business after the Offer. Neither any change regarding Tobin Properties' management and other employees, including employment conditions are planned.

"In connection with Klövern's ambition to invest in housing development through Klövern Living, a unique opportunity has arisen for Klövern to position itself on the important Stockholm market. An investment by Klövern in Tobin Properties is not an expression of the housing market having bottomed out, on the contrary it is a way to take advantage of future opportunities which a probably weak market during 2018 will offer. Tobin Properties has a very talented development team which with stronger financial muscles can use opportunities which may arise in the wake of a weaker housing market", says Rutger Arnhult, CEO of Klövern.

The Offer

The Offer is announced according to the Takeover Rules and 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.

No commission will be charged in connection with the Offer.

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.

Premium

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 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. 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 in Tobin Properties 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 17 January 2018 when the obligation for the Offeror to announce the Offer arose.