The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares 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 making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. For further information, please see section entitled "Important information" and "Special notice to shareholders in the United States" below.
GÖTEBORG, Sweden, Nov. 1, 2021 /PRNewswire/ -- 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 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.
 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, firstname.lastname@example.org
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:
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.
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 projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Castellum. Any such forward-looking statements speak only as of the date on which they are made and Castellum has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The new Castellum shares to be issued in connection with the Offer are not being, and will not be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States. The Offer is not capable of being accepted by persons who are located or resident in the United States unless they are QIBs, and 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.
The Offer described in this press release is made for the issued and outstanding shares of Kungsleden, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States to QIBs pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a "Tier II" tender offer, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Kungsleden domiciled in the United States that are QIBs are encouraged to consult with their own advisors regarding the Offer.
Nordea is not registered as a broker or dealer in the United States and will not be engaging in direct communications relating to the Offer with investors located within the United States (whether on a reverse-inquiry basis or otherwise).Castellum's and Kungsleden's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The U.S. shareholders that are QIBs should note that the price for the Offer is being paid in SEK and that no adjustments will be made based on changes in exchange rates.
The Offer is being made to Kungsleden's shareholders resident in the United States that are QIBs on the same terms and conditions as those made to all other shareholders of Kungsleden to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. shareholders that are QIBs on a basis comparable to the method pursuant to which such documents are provided to Kungsleden's other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. shareholders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. shareholders and thus will not give rise to claims on the part of any other person. It may be difficult for Kungsleden's shareholders to enforce their rights and any claims they may have arising under U.S. federal or state securities laws in connection with the Offer, since Kungsleden and Castellum are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Kungsleden's shareholders may not be able to sue Kungsleden or Castellum or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Kungsleden or Castellum and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Castellum and its affiliates or its brokers and its brokers' affiliates (acting as agents for Castellum or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Kungsleden outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of such information. In addition, the financial advisors to Castellum may also engage in ordinary course trading activities in securities of Kungsleden, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to U.S. shareholders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. shareholder that is a QIB may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Castellum nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
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