Kungsleden announces a fully underwritten rights issue of approximately SEK 1,600 million
Not for release, publication or distribution, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where such distribution of this press release would be subject to legal restrictions. The Board of Directors of Kungsleden AB (publ) (”Kungsleden” or the “Company”) has resolved, subject to the approval by an Extraordinary General Meeting, to conduct a rights issue of approximately SEK 1,600 million with pre-emptive rights for Kungsleden’s shareholders.
The rights issue in brief
- The rights issue is carried out in order to strengthen Kungsleden’s balance sheet and enable further profitable growth with financial discipline through value-creating investments in the Company’s existing property portfolio and selective complementary property acquisitions in accordance with the Company’s strategy
- The rights issue is covered by subscription undertakings from Kungsleden’s largest private shareholders Gösta Welandson with companies and Olle Florén with companies, corresponding to 17.2 per cent of the rights issue. The remaining portion of the rights issue is underwritten by Gösta Welandson with companies
- Final terms of the rights issue, including subscription price, are expected to be announced on 1 March 2017
- Provided that the rights issue will be approved at the Extraordinary General Meeting on 6 March 2017, the subscription period will run from 10 March 2017 up to and including 24 March 2017
Gösta Welandson, largest shareholder in Kungsleden, comments:
”The Welandson family has been a shareholder of Kungsleden for several years over which we have gradually increased our ownership position. To us, this is a strategic and long-term holding. I am supportive of both Kungsleden´s new strategy and the transformation work that the board and senior management have completed over these years. Looking forward, we intend to keep our long-term ownership interest and we support the board´s proposal for a rights issue. As an expression of our support, we have committed to subscribe for the new shares pro-rata to our current shareholding and will underwrite the rights issue. We see this as a step towards further strengthening Kungsleden’s financial position as well as securing the Company´s strategy and future”.
Biljana Pehrsson, CEO of Kungsleden, comments:
”Today, Kungsleden is a high-quality property company which aims to deliver attractive total returns to our shareholders and build sustainable shareholder value. I am pleased that our main shareholder Gösta Welandson has expressed his support for the strategy developed by the board and management, and that he is willing to back the proposed rights issue. The rights issue will strengthen the Company´s financial position and enables reduction of financial leverage.
Kungsleden will continue to refine its property portfolio and aims for financially disciplined growth. We have identified a large number of organic investment opportunities in the existing property portfolio, resulting not least from strong new lettings in 2016. Furthermore, we are continuously exploring selective and strategic add-on acquisitions in our clusters, of which the acquisition of Emporia Office in Hyllie in Malmö is a recent example”.
Background and reasons
Over the past years, Kungsleden’s property portfolio has become geographically focused to a limited number of growth regions with concentration in the office segment. Close to 80 per cent of the portfolio is now located in Stockholm, Göteborg, Malmö and Västerås. Offices comprise 65 per cent of the portfolio. In 2016, Kungsleden launched a new business plan, Kungsleden 2020. Building on the strategy that was introduced in 2013, the business plan is focused on quality growth, optimization of the property portfolio and financial stability in order to create attractive total returns for Kungsleden’s shareholders. As outlined in Kungsleden 2020, the target is that earnings shall grow by increasing net operating income generated by the existing properties as well as by growing the portfolio through investments and selective acquisitions.
In accordance with Kungsleden 2020, the optimization of the property portfolio will continue by divesting non-strategic properties around the country and reinvesting in office properties in Swedish growth regions. Value shall be realized today and going forward by divesting potential residential building rights in the Company’s portfolio. Operationally, Kungsleden’s strategy is to own properties in clusters: selected areas with strong growth momentum and high availability as well as a suitable mix of attractive properties. The cluster strategy makes it possible to strengthen the customer offering and achieve both asset as well as property management synergies. Kungsleden’s eleven clusters account for 62 per cent of the property portfolio by value.
The main purpose of the rights issue is to strengthen the balance sheet and enable further profitable growth with financial discipline. The proceeds will be used for value-creating investments in the Company’s existing property portfolio. Strong new lettings in 2016 enable profitable investments in tenant improvements and modernization. In addition, Kungsleden has a robust yielding pipeline consisting of re-development, extension projects as well as new construction. In total, the planned investments amount to SEK 2-3 billion for 2017-2019, enabling primarily higher rental income but also reduced operating costs.
The new issue also allows for selective high-quality acquisition opportunities in our core markets such as the recent acquisition of Emporia Office in Hyllie (Malmö). An important feature is that the rights issue makes it possible to reduce the financial risk of the Company by increasing the equity ratio and decreasing the loan-to-value ratio. Kungsleden’s financial policy targets a loan-to-value ratio in the interval of 50-60 per cent through the cycle, with an average over time of 55 per cent. At this point in the cycle, Kungsleden will be striving for a loan-to-value ratio in the interval of 50-55 per cent.
In conclusion, it is the Board of Director's assessment that the rights issue will improve Kungsleden’s ability to create an attractive total return with balanced risk profile for the Company's shareholders.
Terms and conditions for the rights issue
Kungsleden’s shareholders will have pre-emptive rights to subscribe for new ordinary shares in proportion to their holdings. If not all of the 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 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 of new ordinary shares.
To the extent allotment according to the above cannot be made pro rata, allotment shall be made by drawing of lots.
The record date at Euroclear Sweden AB for the right to participate in the rights issue with preferential rights is 8 March 2017.
The size of the increase of the share capital, the number of ordinary shares to be issued and the subscription price for the new shares are expected to be published no later than 1 March 2017. The subscription period is expected to run from 10 March 2017 up to and including 24 March 2017, or such later date as determined by the Board of Directors. Trading in subscription rights is expected to occur from 10 March 2017 up to and including 22 March 2017.
The Board of Director’s resolution on the rights issue is subject to the approval of the Extraordinary General Meeting that is expected to take place on 6 March 2017 at Kungsleden’s premises on Warfvinges väg 31, Stockholm, Sweden. For more information, see the notice in a separate press release.
Subscription undertakings and underwriting commitments
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. Therefore, in total, 17.2 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 issue is secured in its entirety. Kungsleden may seek to obtain additional subscription undertakings from the Company’s existing major shareholders, in which case the underwriting commitment will be reduced accordingly.
The shareholders mentioned above have also committed to vote in favor of the rights issue at the Extraordinary General Meeting.
1 March Publication of the full terms of the rights issue, including the subscription price and the subscription ratio
6 March Extraordinary General Meeting for the approval of the Board of Director’s resolution on the rights issue
6 March Last day of trading for Kungsleden’s ordinary shares including the right to participate in the rights issue
7 March First day of trading for Kungsleden’s ordinary shares excluding the right to participate in the rights issue
8 March Record date, i.e. ordinary shareholders registered in the share register on this day will receive subscription rights giving the right to participate in the rights issue
9 March Estimated date of publication of the prospectus
10-22 March Trading in subscription rights
10-24 March Subscription period
29 March Estimated date of publication of the preliminary result of the rights issue
31 March Estimated date of publication of the final result of the rights issue
Financial and legal advisors
ABG Sundal Collier, Kempen & Co and SEB Corporate Finance are acting as Joint Global Coordinators and Joint Bookrunners in the contemplated rights issue. Mannheimer Swartling Advokatbyrå is legal advisor to Kungsleden.
For more information, please contact
Biljana Pehrsson, CEO of Kungsleden | +46 706 90 65 60 | firstname.lastname@example.org
Anders Kvist, Deputy CEO and CFO of Kungsleden | +46 706 90 65 63 | email@example.com
Kungsleden is a long term property-owner that provides attractive, functional premises that enrich people’s working days. We create value by owning, managing and developing offices and other commercial properties in Stockholm and Sweden’s other growth regions. A large portion of our properties belong to attractively located clusters where we also engage in the development of the whole area. Kungsleden’s goal is to deliver an attractive total return on our properties and for our shareholders. Kungsleden is listed on NASDAQ Nordic Large Cap.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Kungsleden. Any invitation to the persons concerned to subscribe for shares in Kungsleden will only be made through the prospectus that Kungsleden estimates to publish on or around 9 March 2017.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in accordance with securities laws in the relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect Kungsleden’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.