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2016-05-18

Castellum: Castellum announces terms for rights issue

This press release may not be announced, published or distributed, in
whole or in part, directly or indirectly, in the United States,
Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South
Africa or any other country where such publication or distribution
would violate applicable laws or rules or would require additional
documents to be prepared or registered or require any other actions
to be taken, in addition to the requirements under Swedish law. This
press release is not a prospectus but an announcement of the board of
directors' of Castellum conditional resolution to carry out a new
issue of shares with preferential rights for existing shareholders in
Castellum and the acquisition of Norrporten. For further information,
please refer to "Important notice" in this press release. N.B. This
press release has been published in Swedish and English. In the event
of any discrepancy between these two versions, the Swedish version
shall prevail.

Castellum AB (publ) ("Castellum") announced 13 April, 2016, that the
Board of Directors has resolved to, subject to the approval by the
Extraordinary General Meeting, launch a fully underwritten rights
issue with preferential rights for Castellum's shareholders (the
"Rights issue") in order to finance part of the acquisition of all
shares in Norrporten AB (publ) ("Norrporten"). Today, Castellum's
Board of Directors announces the terms and conditions for the Rights
issue.

SUMMARY

· Shareholders in Castellum have preferential right to subscribe for
one (1) new share per

two (2) existing shares, i.e. an issue ratio of 1:2.
· The subscription price is SEK 77 per new share, which results in
total issue proceeds of approximately SEK 6.3 billion before issue
costs, assuming that the Rights issue is fully subscribed.

· The Rights issue is fully underwritten by a consortium of banks
that have, subject to certain conditions, committed to, subscribe for
any shares not subscribed or paid for by others in the Rights issue.

· The Rights issue is subject to approval by the Extraordinary
General Meeting on May 20, 2016.

TERMS AND CONDITIONS FOR THE RIGHTS ISSUE

Those who are registered by Euroclear Sweden AB as shareholders in
Castellum on the record date May 24, 2016, have preferential rights
to subscribe for new shares in the Rights issue. For each share held
in Castellum one (1) subscription right is received. Two (2)
subscription rights entitle to subscription of one (1) new share. In
addition, investors are offered to subscribe for shares without
subscription rights.

If not all shares are subscribed for with support of subscription
rights, the Board of Directors will resolve on the allocation of
shares subscribed for without subscription rights as follows: i)
firstly, the shares shall be allotted to those that have applied for
subscription and subscribed for shares by exercising subscription
rights, regardless of the subscriber being a shareholder or not on
the record date, and, in case of oversubscription, in proportion to
the number of subscription rights used for subscription of shares,
and where this is not possible, by drawing of lots, ii) secondly, the
shares shall be allotted to others that have applied for subscription
without subscription rights and, in case of oversubscription, in
proportion to the number of shares that each has applied to subscribe
for, and where this is not possible, by drawing of lots, and iii)
thirdly, any remaining shares shall be allocated to those who have
underwritten the Rights issue, pursuant to a specific agreement with
the Company, with distribution in relation to the size of their
respective underwriting commitments.

The record date of Euroclear Sweden AB for determining which holders
of shares are entitled to receive subscription rights is May 24,
2016. The shares are traded including the right to participate in the
Rights issue up to and including May 20, 2016.

The subscription price is SEK 77 per new share. Assuming that the
Rights issue is fully subscribed, the share capital will be increased
by SEK 41 million by a new issue of 82 million new shares. Assuming
full subscription, total issue proceeds amount to approximately SEK
6.3 billion before issue costs.

Subscription of new shares shall be made during the period from and
including May 26, 2016 up to and including June 9, 2016. Castellum's
Board of Directors has the right to extend the subscription period.
Any extension will be published by the Company no later than June 9,
2016.

Shareholders who choose not to participate in the Rights issue will
have their ownership diluted by approximately 33 percent, but are
able to financially compensate themselves for this dilution by
selling their subscription rights.

The Rights issue is subject to approval by the Extraordinary General
Meeting which will be held May 20, 2016, at 09:30 at RunAn, Chalmers
Kårhus, Chalmersplatsen 1, Gothenburg. Notice of the Extraordinary
General Meeting was published April 20, 2016, and is available on
Castellum's website.

RIGHTS ISSUE UNDERWRITERS

Carnegie Investment Bank AB (publ), Handelsbanken Capital Markets,
HSBC Bank plc, Skandinaviska Enskilda Banken AB (publ) and Swedbank
AB (publ) have, at certain conditions, committed to subscribe for any
shares not subscribed or paid for by others in the Rights issue up to
a sum equivalent to the maximum size of the Rights issue.

PRELIMINARY TIMETABLE FOR THE RIGHTS ISSUE

The timetable below is preliminary and may come to be altered.

20 May Extraordinary General Meeting of Castellum

20 May Last day of trading in the Castellum share with rights to participate in the Rights issue

24 May Record date for the Rights issue, that is, shareholders who are registered in the share register on this date will receive subscription rights that allow for participation in the Rights issue

25 May Publication of the prospectus

26 May - 7 June Trading in subscription rights

26 May - 9 June Subscription period

14 June Announcement of the outcome of the Rights issue

CONDITIONS FOR THE CLOSING OF THE ACQUISITION OF NORRPORTEN

Castellum's completion of the acquisition of Norrporten is subject to
two conditions. One condition is customary clearances from the
Swedish Competition Authority, which Castellum has applied for and
subsequently obtained.

The other condition, which has not yet been fulfilled, is that the
Extraordinary General Meeting of Castellum resolves on the Rights
issue and to authorize the Board of Directors to resolve on an issue
in kind to the Second and Sixth AP funds. An Extraordinary General
Meeting will be held on May 20, 2016, to resolve on the
abovementioned resolutions.

FINANCIAL AND LEGAL ADVISORS IN RELATION TO THE RIGHTS ISSUE

Carnegie Investment Bank AB (publ), Handelsbanken Capital Markets,
HSBC Bank plc, Skandinaviska Enskilda Banken AB (publ), and Swedbank
AB (publ) are Joint Global Coordinators and Joint Bookrunners in
relation to the Rights issue. Gernandt & Danielsson Advokatbyrå KB is
legal advisor to Castellum and Linklaters is legal advisor to Joint
Global Coordinators and Joint Bookrunners.

For additional information, please contact:
Henrik Saxborn, CEO, Tel +46-31-60 74 50
Ulrika Danielsson, CFO, Tel +46-31-60 74 74

www.castellum.se

Castellum AB (publ) publishes this information in compliance with the
Swedish Securities Market Act and/or the Swedish Act on Trading in
Financial Instruments. This information was announced on May 18,
2016, at 8.00 (CET).

Castellum is one of the major listed real estate companies in Sweden.
The fair value of the real estate portfolio, prior to the
contemplated acquisition of Norrporten, amounts to approx. SEK 45
billion, and comprises premises for office, retail, warehouse and
industrial purposes with a total lettable area of approx. 3.6 million
sq.m. After the acquisition of Norrporten, Castellum's real estate
portfolio will increase by 60 percent to SEK 71 billion, as per pro
forma March 31, 2016.

After acquiring Norrporten, Castellum will own and manage properties
through one common brand in five geographical regions with strong
local presence. The five geographical regions are: West, Öresund,
Stockholm, North and Central.

In 2015, Castellum sustainability performance was awarded two top
distinctions: the World Green Building Council's award Business
Leadership in Sustainability and "Green Star 2015" by GRESB. This
means that Castellum is one of the highest ranking companies in the
world in the real estate sector.

The Castellum share is listed on Nasdaq Stockholm Large Cap.

IMPORTANT INFORMATION

This press release does not contain or constitute an invitation or an
offer to acquire, sell, subscribe for or otherwise trade in shares,
subscription rights or other securities in Castellum. Invitation to
the persons concerned to subscribe for shares in Castellum will only
be made through the prospectus that Castellum intends to publish at
the company's website, following the approval and registration
thereof by the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen). The prospectus will contain, among other things,
risk factors, financial statements as well as information regarding
the company's board of directors. This press release has not been
approved by any regulatory authority and is not a prospectus and
accordingly, investors should not subscribe for or purchase any
securities referred to in this press release except on the basis of
information provided in the prospectus to be published by Castellum.

In certain jurisdictions, the publication or distribution of this
press release may be subject to restrictions according to law and
persons in those jurisdictions where this press release has been
published or distributed should inform themselves about and abide by
such restrictions.

This press release is not directed to persons located in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Japan,
Australia, Hong Kong, New Zealand, Singapore, South Africa or in any
other country where the offer or sale of the subscription rights,
paid subscribed shares (Sw. betalda tecknade aktier) or new shares is
not permitted. This press release may not be announced, published or
distributed, directly or indirectly, in or into the United States,
Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South
Africa or any other country where such action is wholly or partially
subject to l...

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