(MENAFNEditorial) The Offer will not, and this press release may not be distributed, directly or indirectly, forwarded or transmitted to, from or within, and no application forms will be accepted by shareholders or anyone else on behalf of the shareholders in especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including District of Columbia), or any jurisdiction in where the submission of the Offer, distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or require further offer document being established or registration occur or that any other measures in addition to those required by Swedish law.
By way of a press release on 9 February 2018 at 18:30 CET Klövern AB (publ) ("Klövern"), for the account of its indirectly wholly-owned subsidiary Dagon Sverige AB, registration number 556473-1213, (the "Offeror"), announced a mandatory public cash offer in accordance with the Takeover Rules for certain trading platforms, effective as of 1 November 2017 by the Swedish Corporate Governance Board (the "Takeover Rules") to the shareholders of Tobin Properties AB (publ), registration number 556733-4379, ("Tobin Properties") to tender all outstanding shares in Tobin Properties to the Offeror. The Offeror offered the shareholders a consideration of 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 (the "Offer"). The shares in Tobin Properties are traded on Nasdaq First North Premier ("First North Premier"). At the time of the announcement of the Offer, the Offeror was the owner of 7,500,000 ordinary shares in Tobin Properties, representing approximately 40 per cent of the share capital and approximately 42 per cent of the total number of outstanding votes in Tobin Properties. Following an increase of the share capital of Tobin Properties through a rights issue, the Offeror's ownership represented approximately 35 per cent of the share capital and approximately 36 per cent of the total number of outstanding votes in Tobin Properties. The Offeror has not acquired any additional shares in Tobin Properties outside the Offer. The Offer is not subject to any financing conditions or other conditions for completion of the Offer. The acceptance period for the Offer expired on 26 March 2018.
At the end of the acceptance period on 26 March 2018, the Offer was accepted by shareholders in Tobin Properties representing 5,116,662 ordinary shares and 18,378 Class A preference shares, which corresponds to approximately 23.9 per cent of the share capital and approximately 24.9 per cent of the total number of outstanding votes in Tobin Properties. Consequently, at the end of the acceptance period, the Offeror was the owner of 12,616,662 ordinary shares and 18,378 Class A preference shares in Tobin Properties, which corresponds to approximately 58.9 per cent of the share capital and approximately 61.4 per cent of the total number of outstanding votes in Tobin Properties. The Offeror does not hold any warrants or convertibles in Tobin Properties or any other financial instruments that imply a financial exposure that is comparable to shareholdings in Tobin Properties.
The board of directors of the Offeror has resolved not to extend the acceptance period for the Offer. Payment of the consideration to the shareholders of Tobin Properties that have accepted the Offer during the acceptance period is expected to commence on 4 April 2018. Payment of considerations is expected to be received by shareholders on or about 4 April 2018. Shareholders whose holdings are nominee-registered will receive payment of considerations in accordance with the procedure of the respective trustee.
For additional information about the Offer, please see the offer document dated 23 February 2018, which is available on Klövern's (www.klovern.se) and Swedbank's (www.swedbank.se/prospekt) websites.
Applicable law, disputes etc.
Swedish law is applicable to the Offer. The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules and, if applicable, the Swedish Securities Council's rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee's pre-existing rules on takeover offers on the stock market also applies to the Offer. Disputes relating to the Offer shall be settled exclusively by Swedish court, with the Stockholm District Court as the first instance. The Offer is not being made (nor will any acceptance by shareholders or anyone else on behalf of the shareholders be approved) in any jurisdiction where the submission of the Offer or the acceptance of the Offer cannot occur, in accordance with laws and regulations of the jurisdictions.
The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or USA (including the District of Columbia).
As a result, this press release, the Offer document, the application form or other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including the District of Columbia). The Offeror will not offer any consideration in accordance with the Offer to, or accept application forms from especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including the District of Columbia).
Advisors
MAQS Advokatbyrå Stockholm AB is acting as legal advisor to Klövern and the Offeror in relation to the Offer.
Additional information about the Offer
The information was submitted for publication on 29 March 2018 at 07:30 CEST.
For additional information about the Offer, please visit www.klovern.se. All inquiries related to the Offer should be directed to: Lars Norrby, IR, phone: +46 (0)76-777 38 00, e-mail: .
Klövern and the Offeror in brief
Klövern is one of Sweden's largest listed real estate companies. Klövern owns and manages more than 400 properties which have a total lettable area of close to three million square meters. Klövern offers its tenants attractive premises not only in Stockholm, Gothenburg and Malmö but also in a number of strong regional cities across the country as well as in Copenhagen. Klövern focuses primarily on office properties, but also offers premises for companies and organizations active in health care, education, retail as well as in warehouse/logistics. Furthermore, Klövern Living is working on a number of residential development projects. For further information about Klövern, see www.klovern.se.
The Offeror is a Swedish limited company established in 1993. The Offeror has its registered office in Nyköping, Sweden and is an indirectly wholly-owned subsidiary of Klövern, whose business is to, directly or indirectly, through group companies, pursue acquisition, divestment and management of real estate, and other thereto compatible business.
Klövern AB (publ)
For additional information:
Rutger Arnhult, CEO, +46 70-458 24 70,
Lars Norrby, IR, +46 76-777 38 00,
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: .
This information is information that Klövern AB is obliged to make public pursuant to the Takeover Rules and the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 29 March 2018, at 07:30 CEST.
Attachment:
http://www.globenewswire.com/NewsRoom/AttachmentNg/9a7a1857-07cf-4614-be86-05889b71c367
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