Step 1 of 3

Because your browser does not run Javascript, the content of this page cannot be made available to you.

In order to get access to the content, contact ir@kungsleden.se

IMPORTANT INFORMATION

Due to legal restrictions, the information on this part of Kungsleden’s website is not accessible to certain persons. We kindly ask you to review the following information and provide the following confirmation each time you wish to access these websites. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this page.

The information contained in this section of Kungsleden’s website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Canada, Japan, Australia, South Africa, Hong Kong, Singapore or any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Swedish law. The information on the websites does not constitute any offer regarding subscription rights, paid subscribed shares or shares in Kungsleden (“Securities”) to any person in said jurisdictions. The information on the websites may not be forwarded or reproduced in such a manner that contravenes such restrictions or gives cause to such requirements.

No Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, in or into the United States except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
No public offering of Securities is made to any country within the European Economic Area (the “EEA”) other than Sweden. In other member states of the EEA which have implemented European Parliament and Council Directive 2003/71/EC (the “Prospectus Directive”), such offering may be made only under the exemption in the Prospectus Directive as well as every relevant implementation measure (including measures to implement European Parliament and Council Directive 2010/73/EU).

To access the information contained in this section of Kungsleden’s website, all persons must first ensure that they are not subject to legal restrictions that limit their right to access the information on this part of Kungsleden’s website.

We therefore kindly ask you to confirm that you are resident or physically present outside the United States, Canada, Japan, Australia, South Africa, Hong Kong, Singapore or any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Swedish law, and are entitled to access the information on these websites without being subject to restrictions in any law or other regulations and without any further action being required by Kungsleden. We also kindly ask you to confirm that you have read the information, conditions and restrictions above, and confirm that you agree to comply with these.

The information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Canada, Japan, Australia, South Africa, Hong Kong, Singapore or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

Important information: Due to legal restrictions, the information on this website is only directed at and accessible to persons who are resident and physically present in Sweden and authorized persons who are resident and physically present in other jurisdictions outside the United States, Canada, Japan, Australia, Hong Kong or Singapore.

Important information: Due to legal restrictions, the information on this website is only directed at and accessible to persons who are resident and physically present in Sweden and authorized persons who are resident and physically present in other jurisdictions outside the United States, Canada, Japan, Australia, Hong Kong or Singapore.

Terms for rights issues

Kungsleden AB (publ) (”Kungsleden” or the “Company”) announced on 2 February 2017 that the Board of Directors had resolved, subject to the approval by an Extraordinary General Meeting on 6 March 2017, to conduct a rights issue of approximately SEK 1,600 million with pre-emptive rights for Kungsleden’s shareholders. Kungsleden’s Board of Directors today announces the terms for the rights issue.

The rights issue terms in brief

  • The subscription ratio has been set at one (1) to five (5), i.e. shareholders in Kungsleden may subscribe for one (1) new ordinary share for every five (5) existing ordinary shares held
  • The subscription price is SEK 45 per ordinary share
  • The gross proceeds amount to approximately SEK 1,638 million
  • The rights issue is subject to approval by an Extraordinary General Meeting that will take place on 6 March 2017
  • As previously announced, Gösta Welandson with companies and Olle Florén with companies, who hold 14.2 per cent and 3.0 per cent of the shares in Kungsleden, respectively, have undertaken to subscribe for their respective pro rata shares of the rights issue. In addition, BNP Paribas Investment Partners, who represents 3.7 per cent of the shares in the Company, has undertaken to subscribe for its pro rata shares of the rights issue. Therefore, in total, 20.9 per cent of the rights issue is covered by subscription undertakings. The remaining portion of the rights issue is underwritten by Gösta Welandson with companies, which means that the rights issue is underwritten in its entirety
  • Alfred Berg, who represents 1.4 per cent of the shares in Kungsleden has expressed its intention to vote in favour of the rights issue at the Extraordinary General Meeting as well as subscribe for its pro rata share of the issue

Terms and conditions for the rights issue

On 2 February 2017, Kungsleden announced the decision of the Board of Directors on a capital increase with pre-emptive rights for the Company’s shareholders. The Board of Directors has now set the final terms for the rights issue.

Shareholders will receive one (1) subscription right for each ordinary share held on the record date. Five (5) subscription rights will carry an entitlement to subscribe for one (1) new ordinary share. The record date at Euroclear Sweden AB for the right to receive subscription rights is 8 March 2017. The subscription price is SEK 45 per ordinary share which corresponds to a discount of 11% to the theoretical share price post separation of the subscription rights (so-called TERP – theoretical ex-rights price) based on the closing price of Kungsleden’s ordinary shares on Nasdaq Stockholm on 1 March 2017 (SEK 51.65). The new ordinary shares carry full dividend rights from the first record date for dividend that follows the registration of the new ordinary shares at the Swedish Companies Registration Office. Consequently, the new ordinary shares will entitle to the dividend for the financial year 2016 that Kungsleden’s annual general meeting will decide on 25 April 2017.

The subscription period (subscription through payment) will run from 10 March up to and including 24 March 2017 or such later date as decided by the Board of Directors. Trading in subscription rights is expected to take place from 10 March up to and including 22 March 2017.

Kungsleden’s shareholders will have preferential rights to subscribe for new ordinary shares in proportion to their holdings. If not all of the new ordinary shares are subscribed for by exercise of subscription rights, the Board of Directors shall, up to the maximum amount of the rights issue, resolve on allotment of ordinary shares subscribed for without the exercise of subscription rights where in such case, allotment shall be made in the following order:

(a) Those who have subscribed for new ordinary shares by the exercise of subscription rights (irrespective of whether or not they were shareholders on the record date) pro rata in relation to the number of new ordinary shares subscribed for by exercise of subscription rights.

(b) Others who have notified the Company of their interest in subscribing for new ordinary shares without the exercise of rights, pro rata in relation to such declared interest.

(c) Those who have made an underwriting commitment regarding subscription for new ordinary shares.

Not more than 36,400,550 new ordinary shares shall be issued. Assuming full subscription, the number of ordinary shares in the Company will increase from 182,002,752 ordinary shares to 218,403,302 ordinary shares and the share capital will increase from SEK 75,834,480.00 to SEK 91,001,375.83, representing an increase of approximately 20.0 per cent. Assuming full subscription, the proceeds amount to approximately SEK 1,638 million before costs related to the rights issue. For existing shareholders who do not participate in the rights issue, a dilution effect arises corresponding to 16.7 per cent of the total number of ordinary shares and votes in the Company after the rights issue. Shareholders who choose not to participate in the rights issue may be able to compensate for this dilution by selling their subscription rights.

The Board of Directors’ resolution on the rights issue is subject to the approval by the Extraordinary General Meeting that will be held on 6 March 2017, 11:00, at Kungsleden’s premises on Warfvinges väg 31, Stockholm, Sweden. The notice to the EGM is available on Kungsleden’s website.

For further details and information on the background to and reasons for the rights issue, reference is made to the Company’s press release on 2 February 2017.

The complete terms and conditions for the rights issue, together with other information about the Company, will be presented in the prospectus that is expected to be published on or around 9 March 2017.

Subscription undertakings and underwriting commitments

As previously announced, Gösta Welandson with companies and Olle Florén with companies, who hold 14.2 per cent and 3.0 per cent of the shares in Kungsleden, respectively, have undertaken to subscribe for their respective pro rata shares of the rights issue. In addition, BNP Paribas Investment Partners, who represents 3.7 per cent of the shares in the Company, has undertaken to subscribe for its pro rata shares of the rights issue. Therefore, in total, 20.9 per cent of the rights issue is covered by subscription undertakings.

The remaining portion of the rights issue is underwritten by Gösta Welandson with companies, which means that the rights issue is underwritten in its entirety.

Intent

Alfred Berg, who represents 1.4 per cent of the shares in Kungsleden has expressed its intention to vote in favour of the rights issue at the Extraordinary General Meeting as well as subscribe for its pro rata share of the issue.

Click here to read the full press release

Click here to see the preliminary timetable