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2021-11-01

Castellum Aktiebolag extends the acceptance period for the public offer to the shareholders of Kungsleden Aktiebolag

On 2 August 2021, Castellum Aktiebolag ("Castellum") announced a recommended public offer to the shareholders of Kungsleden Aktiebolag ("Kungsleden") to acquire all shares in Kungsleden (the "Offer"). An offer document was made public on 29 September and supplements to the offer document were made public on 7 October and 19 October, respectively.

The acceptance period for the Offer ended on 29 October 2021. Today, Castellum announces that:

  • The Offer has, after the acceptance period that ended on 29 October 2021, been accepted by shareholders representing approximately 78,8 percent[1] of the outstanding share capital and voting rights in Kungsleden.
  • The shares in Kungsleden tendered in the Offer at the end of the acceptance period, together with the shares in Kungsleden acquired by Castellum on the market, corresponds to approximately 88.7 per cent of the outstanding share capital and voting rights in Kungsleden.
  • Castellum has decided to extend the acceptance period for the Offer up to and including 9 November 2021 to allow remaining shareholders to accept the Offer.

The shares tendered in the Offer at the end of the acceptance period on 29 October 2021 amount to in aggregate 169,523,591 shares in Kungsleden, corresponding to approximately 78.8 percent of the outstanding share capital and voting rights in Kungsleden.

In addition, Castellum has acquired 21,300,000 shares in the market (at prices not exceeding the Offer price), corresponding to approximately 9.9 percent of the outstanding share capital and voting rights in Kungsleden. The shares in Kungsleden tendered in the Offer at the end of the acceptance period on 29 October 2021, together with the shares in Kungsleden acquired by Castellum on the market, amount to in aggregate 190,823,591 shares in Kungsleden corresponding to approximately 88.7 per cent of the outstanding share capital and voting rights in Kungsleden. Castellum does not hold any other financial instruments which give Castellum financial exposure equivalent to a shareholding in Kungsleden. Castellum may acquire shares in Kungsleden in the market during the extended acceptance period.

The mix & match facility offered by Castellum to the shareholders of Kungsleden in the Offer, whereby each of the Kungsleden shareholders, subject to certain restrictions, could elect to receive as much share consideration or as much cash consideration as possible for tendered Kungsleden shares, have been exercised by shareholders representing 85,795,745 shares in Kungsleden, corresponding to approximately 39.9 percent of the outstanding shares in Kungsleden. Shareholders of Kungsleden representing in total 66,549,726 shares have chosen to receive as much share consideration as possible and shareholders representing in total 19,246,019 shares have chosen to receive as much cash consideration as possible.

To provide the remaining shareholders of Kungsleden who have not tendered their shares time to accept the Offer, the acceptance period will be extended until 9 November 2021 at 15.00 (CET). For those shareholders in Kungsleden who accepted the Offer during the initial acceptance period, as well as those shareholders who accept the Offer during the extended acceptance period, settlement will be initiated as soon as Castellum has announced that the conditions for the Offer have been satisfied or Castellum otherwise decides to complete the Offer. Subject to such announcement being made no later than on or around 10 November 2021, settlement is expected to commence on or around 15 November 2021. Castellum reserves the right to further extend the acceptance period for the Offer and to postpone the settlement date.

The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Castellum becomes the owner of more than 90 per cent of the total number of outstanding shares in Kungsleden. In order to fulfil requirements under U.S. securities laws, shareholders in Kungsleden are hereby reminded that Castellum has, as is customary for Swedish public offers, reserved the right to waive, in whole or in part, one, several or all of the conditions for completion of the Offer, including to complete the Offer at a lower acceptance level, and are informed that (i) Castellum is currently evaluating the possibility to complete the Offer at a lower level of acceptance, however not at an acceptance level below 50.1 percent of the total number of outstanding shares in Kungsleden, (ii) the offer document which was made public on 29 September 2021 includes a description of the effects of any such decision, and (iii) no decision to this effect has yet been taken and consequently the condition in question remains at present. Any such waiver shall be made public via a press release issued by Castellum during the period prescribed by, and pursuant to, the applicable rules. Shareholders in Kungsleden, including those that have already accepted the Offer, are hereby reminded that, due to applicable U.S. securities laws, they have the right to withdraw their acceptance of the Offer (and should do so now if their willingness to accept the Offer would be affected by any decision by Castellum to complete the Offer at a lower acceptance level). To be valid, such withdrawal must have been received in writing by Nordea Bank Abp, filial i Sverige before Castellum has announced that the conditions of the Offer have been fulfilled or, if such announcement has not been made during the acceptance period, not later than 15.00 (CET) on the last day of the acceptance period. Shareholders of Kungsleden holding nominee-registered shares shall follow instructions from the nominee.

As announced through a press release on 13 September 2021, the condition regarding receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions has been satisfied.

In the event that Castellum, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 percent of the shares in Kungsleden, Castellum intends to commence a compulsory redemption procedure under the Swedish Companies Act to acquire all remaining shares in Kungsleden. In connection therewith, Castellum intends to promote a delisting of the Kungsleden shares from Nasdaq Stockholm.

[1] Based on 215,042,296 outstanding shares in Kungsleden.

For further information, please contact:

Jakob Mörndal, acting CEO, +46 706-96 82 00
Josefine Wikman, IR Coordinator, +46 739-42 09 16, josefine.wikman@castellum.se

This disclosure contains information that Castellum is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact persons, on 1 November 2021, 08.45 (CET).

Information about the Offer:

www.castellum.se

About Castellum
Castellum is one of the Nordic region's largest listed property companies with a property value of approximately SEK 124 billion, including our participation in the Norwegian company Entra ASA. We are active in attractive Swedish growth regions as well as in Copenhagen and the Helsinki area. 250,000 people go to work every day in our properties. We develop flexible workplaces and logistics solutions with a lettable area of 3.9 million square meters. One of our sustainability goals is to become entirely climate neutral by 2030 at the latest. Castellum is the only Nordic property and construction company elected to the Dow Jones Sustainability Index (DJSI). The Castellum share is listed on Nasdaq Stockholm Large Cap.

Beyond expectations.
www.castellum.se

Important information 

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Nordea is acting as financial adviser to Castellum, and no one else, in connection with the Offer. Nordea will not consider any other persons as customers in relation to the Offer and is not responsible to anyone other than Castellum for providing the protection Nordea offers to its customers, or to provide advice in connection with the Offer or any other transaction, question or arrangement referenced in this press release. Nordea has not assumed any obligation to independently verify, and disclaims any liability with respect to, the information herein.
The Offer is not capable of being accepted by persons who are located or resident in the United States unless they are qualified institutional buyers ("QIBs") (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended). Any purported acceptance of the Offer by persons located or resident in the United States other than QIBs or which, at the sole discretion of Castellum, appear to be made in respect of Kungsleden shares beneficially held by persons located or resident in the United States other than QIBs will not be accepted. By accepting the Offer, Kungsleden shareholders, unless participating pursuant to the exception for QIBs referred to above, will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold Kungsleden shares, that they are not located or resident in the United States. (See "Special notice to shareholders in the United States" below.)
The Offer is not being made, and this press release and any other documentation related to the Offer (including copies thereof) must not be mailed or otherwise distributed, forwarded or sent in or into, nor will any tender of share be accepted from or on behalf of holders in any jurisdiction (including, without limitation, Australia, Hong Kong, Japan, New Zealand, South Africa or the United States) in which the distribution of this press release or the Offer would require additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction.
Persons who receive this press release (including without limitation banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws and regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Castellum disclaims any responsibility or liability for any violations of any such restrictions and Castellum reserves the right to disregard any purported acceptance of the Offer resulting directly or indirectly from a violation of any of these restrictions.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projecti...

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