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2016-10-21

Platzer Fastigheter Holding AB (publ): Platzer acquires property portfolio worth approximately SEK 2.8 billion from Volvo. Partially financed through a rights i

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Platzer Fastigheter Holding AB (publ) ("Platzer" or "the Company") has
entered an agreement with AB Volvo, through Volvo Group Real Estate,
on the acquisition of a property portfolio in Gothenburg. The
underlying property value amounts to approximately SEK 2.8 billion
and the acquired properties are estimated to have an annual rental
value of approximately SEK 300 million.

In order to finance part of the acquisition, Platzer's board of
directors has resolved, conditional on the general meeting's
approval, to carry out a new class B share issue of approximately SEK
700 million, with pre-emptive rights for all shareholders of the
Company (rights issue). In connection with the acquisition, Platzer
will also obtain new bank financing of up to SEK 1.7 billion.
Approximately 53 per cent of the rights issue is covered by
subscription undertakings from some of the Company's major
shareholders. In addition, shareholders with aggregate holdings of
approximately 25 per cent of the shares have expressed their support
for the rights issue.

Background and reason

The acquired portfolio comprises approximately 338,000 sq. m. of
lettable area and land in Arendal, Torslanda and Säve ("Artosa"). The
area of land is approximately 3,600,000 sq. m. In the acquisition,
the properties are valued at approximately SEK 2.8 billion and have
an annual rental value of approximately SEK 300 million. The
preliminary closing date is 15 December 2016.

- This is a strategically very important deal for Platzer Fastigheter. It gives us a good cash flow and a good opportunity to undertake urban development activities in the Arendal, Torslanda and Säve districts, sell building rights and develop AB Volvo's current head office in Torslanda, says P-G Persson, CEO of Platzer Fastigheter.

The acquisition makes Platzer a significantly larger property company
and represents a strategically important step for Platzer. Not only
because the value of Platzer's properties increases by approximately
26 per cent to approximately SEK 13.4 billion (based on the value of
the existing property portfolio as per 30 June 2016), but also
because of a number of other factors:

· The portfolio generates a good cash flow for Platzer while also
providing the company with a good opportunity to undertake urban
development activities in the area, sell building rights and develop
AB Volvo's current head office in Torslanda;

· Platzer's property portfolio is complemented both geographically,
with a wider range of office locations, and in terms of new type of
properties for industry and logistics;

· Platzer gets a larger and better positioned property portfolio,
which improves the opportunities for continued profitable growth,
both through more own investment projects and also because Platzer
becomes a more interesting and stronger cooperation partner for
customers and municipalities; and

· Platzer will be able to take advantage of the even greater
attractiveness of Sweden's best logistics location that is expected
to follow from the large infrastructure investments being planned in
Arendal.

- I am full of anticipation ahead of this highly interesting deal, says P-G Persson, CEO of Platzer Fastigheter. It will both give us wider geographic coverage, since we currently do not have any properties in the Arendal, Torslanda and Säve districts, and a new type of property in the Logistics segment.

The largest tenant is companies within in the Volvo group, renting
just under 50 per cent of the lettable area. Other tenants include
DFDS, Plastal, Tibnor and Damco. The distribution in terms of
property type is approximately 60 per cent logistics and
approximately 40 per cent offices.

Purchase price, financing and terms and conditions of the acquisition

The transaction is structured as a company acquisition, with the
acquired companies' only assets being the relevant properties. On the
preliminary closing date 15 December 2016, Platzer will acquire the
Artosa portfolio by making a cash payment of the entire purchase
price[1] (http://connect.ne.cision.com#_ftn1). The acquisition is
mainly not subject to any specific conditions for completion. The
completion date may however be postponed due to registration of
property.

The acquisition will be partly financed through a rights issue of
approximately SEK 700 million, in accordance with the information set
forth below. The part of the purchase price not financed through the
rights issue will be financed through bank loans and the Company's
own cash resources.

The new bank financing amounts to up to approximately SEK 1.7 billion
and is subject to customary conditions concerning, among other
things, Platzer's financial position. In addition, Platzer has the
possibility to utilise a one-year bridge financing of up to SEK 700
million in the event that the rights issue should not have been
completed by the time Platzer takes possession of the properties.
Following the acquisition of Artosa and the proposed rights issue,
pro forma as per 30 June 2016, Platzer's non-current interest-bearing
liabilities will amount to approximately SEK 8.1 billion,
corresponding to a loan-to-value ratio of 61 per cent and an equity
ratio of approximately 32 per cent. The average fixed interest term,
including derivatives contracts and fixed interest rates for an
estimated 60 per cent of the new financing, will be approximately
five years and the average maturity is approximately 2.3 years.

The rights issue

On 20 October 2016, in order to partly finance the acquisition,
Platzer's board of directors resolved, conditional on the general
meeting's approval, to carry out a class B rights issue. The rights
issue is intended to raise approximately SEK 700 million. All the
Company's shareholders (regardless of share class) will have
pre-emptive rights to subscribe for the new shares.

The record date for the right to participate in the rights issue shall
be 16 November 2016. Subscription shall be made during the period 21
November - 5 December 2016. The last day for trading in the Platzer
share including the right to participate in the rights issue is 14
November 2016.

The board of directors shall, no later than 10 November 2016,
determine (i) the maximum amount by which the company's share capital
shall be increased, (ii) the maximum number of class B shares that
shall be issued, and (iii) the amount payable for each new class B
share. The final terms for the rights issue will be announced through
a press release on or about 10 November 2016.

The shareholders Ernström Kapital AB, members of the Hielte/Hobohm
family[2] (http://connect.ne.cision.com#_ftn2), Länsförsäkringar
Göteborg och Bohuslän Fastigheter AB, AnJa Invest AB (Backahill) and
Gårda Intressenter AB, with aggregate holdings of approximately 53
per cent of the shares of the Company, have undertaken to subscribe
for their respective pre-emptive parts of the rights issue. These
shareholders have also undertaken to vote in favour of the rights
issue at the general meeting. In addition, shareholders with
aggregate holdings of approximately 25 per cent of the shares in the
Company (Länsförsäkringar Fastighetsfond, Länsförsäkringar
Trygghetsfond, the Fourth Swedish National Pension Fund, Carnegie
funds[3] (http://connect.ne.cision.com#_ftn3) and Svolder), have
expressed their support for the rights issue.

The board of directors' rights issue resolution will be presented to
the extraordinary general meeting for approval on 14 November 2016.
Notice of the extraordinary general meeting will be published in a
separate press release today.

The preliminary timetable for the rights issue is as follows:

+------------+------------------------------------------------------------+
|10 November |Announcement of the terms of the rights issue |
+------------+------------------------------------------------------------+
|14 November |Extraordinary general meeting |
+------------+------------------------------------------------------------+
|16 November |Record date for the right to participate in the rights issue|
+------------+------------------------------------------------------------+
|21 November |Subscription period |
|- 5 December| |
+------------+------------------------------------------------------------+
|21 November |Trading in subscription rights |
|- 1 December| |
+------------+------------------------------------------------------------+
|Around 12 |Publication of the results of the rights issue |
|December | |
+------------+------------------------------------------------------------+

The complete terms and conditions for the rights issue, together with
other information about the Company and the acquisition, will be
outlined in the prospectus which will be published prior to
commencement of the subscription period.

Platzer's property portfolio following the acquisition; pro forma
financial information

Following the acquisition of the Artosa portfolio, Platzer's property
portfolio will continue to comprise commercial properties in the
Gothenburg region. Based on Platzer's property portfolio as per 30
June 2016, but with the addition of the Artosa portfolio, Platzer's
property portfolio will comprise 71 properties with a total lettable
area of approximately 816,000 sq. m. The value of the properties is
estimated at approximately SEK 13.4 billion, with rental income on an
annual basis of approximately SEK 990 million and a total rental
value of approximately SEK 1,048 million. The investment yield on the
Artosa portfolio is expected to amount to approximately 7.2 per cent
and the expected occupancy ratio is approximately 94 per cent.

The summary of earning capacity below refers to Platzer's property
portfolio as per 30 June 2016, together with the Artosa portfolio.

+-------------------------------+--------+-------+------+
|Pro forma, earning capacity as per 30 June 2016 |
+-------------------------------+--------+-------+------+
|SEK million |Platzer |Artosa |Total |
+-------------------------------+--------+-------+------+
|Rental value |748 |300 |1,048 |
+-------------------------------+--------+-------+------+
|Vacancies |-41 |-17 |-58 |
+-------------------------------+--------+-------+------+
...

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