Klövern AB

Klövern announces a revised mandatory public cash offer to the shareholders of Tobin Properties - Seite 4

Total value of the Offer

The Offer comprises all outstanding shares in Tobin Properties that are not already owned by the Offeror, i.e. 12,961,915 ordinary shares and 1,000,242 Class A preference shares. The total value of the Offer corresponds to approximately SEK 402,113,632 based on in total 13,962,157 outstanding shares in Tobin Properties.

Conflict of interest

Rutger Arnhult is shareholder, CEO and a member of the board in Klövern, a member of the board and chairman of the Offeror, and is also a member of the board in Tobin Properties. According to Section IV of the Takeover Rules, the board of directors in Tobin Properties is obliged to obtain and announce a fairness opinion from independent expertise regarding the Offer. Further, the acceptance period of the Offer shall lapse for at least four weeks. In addition, Rutger Arnhult is prevented to participate in preparations or decisions of any question related to the Offer as a member of the board in Tobin Properties according to Section II.18 and II.19 of the Takeover Rules.

The ownership of Klövern in Tobin Properties

At the time of the announcement of the Offer, the Offeror owns 7,500,000 ordinary shares in Tobin Properties corresponding to approximately 40 per cent of the total number of shares outstanding and 42 per cent of the total number of outstanding votes in Tobin Properties. The shares were acquired through the Directed Share Issue in Tobin Properties at a price of SEK 20 per ordinary share. 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. Thus, Klövern will not need to fulfill its guarantee commitment. When the rights issue is registered, which is expected to occur on 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.

The Offeror owns or control no other financial instruments in Tobin Properties carrying a financial exposure equivalent to a shareholding in Tobin Properties at the time of the announcement of the Offer.

During the acceptance period of the Offer, the Offeror may acquire, or enter into arrangements to acquire shares in Tobin Properties. All such purchases or arrangements will be in accordance with the Takeover Rules and Swedish law and disclosed in accordance with applicable rules.