Castellum’s rights issue fully subscribed
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. 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.
The result of Castellum AB’s (publ) (“Castellum” or the “Company”) rights issue, for which the subscription period ended on June 9, 2016, indicates that 81,460,421 shares, corresponding to 99.34 percent of the offered shares, were subscribed for by exercise of subscription rights. Additionally, applications for subscription without subscription rights of 32,728,659 shares, corresponding to approximately 40 percent of the offered shares, have been received. Accordingly, the rights issue is fully subscribed. Through the rights issue, Castellum will receive proceeds amounting to approximately SEK 6.3 billion before issue costs.
The rights issue is being carried out to finance part of the acquisition of all shares in Norrporten AB (publ) (“Norrporten”), which was announced on April 13, 2016. The remainder of the purchase price will be financed, partly through interest-bearing credit facilities, of approximately SEK 4 billion, and partly by issuing and transferring approximately 27.2 million consideration shares in Castellum to Norrporten’s shareholders, the Second and Sixth Swedish National Pension Funds. The change of possession of Norrporten is estimated to June 15, 2016.
Those who were registered by Euroclear Sweden AB as shareholders in Castellum on the record date May 24, 2016, had preferential rights to subscribe for new shares in the rights issue. For each share held in Castellum one subscription right was received and two subscription rights entitled to subscription of one new share at a subscription price of SEK 77. In addition, investors were offered to subscribe for shares without subscription rights.
Those who have subscribed for shares without subscription rights will be allotted shares according to the principles outlined in the prospectus. Such subscribers who have been allotted shares without subscription rights are expected to be notified on June 14, 2016. Only those who are allotted shares will be notified.
Through the rights issue Castellum’s share capital increases by SEK 41,000,000 from SEK 86,003,354 to SEK 127,003,354 and the total number of registered shares increases by 82,000,000 from 172,006,708 to 254,006,708 registered shares when the rights issue is registered by the Swedish Companies Registration Office.
The final day for trading in paid subscribed shares (BTAs) was June 13, 2016. The new shares subscribed for with subscription rights are expected to start trading on Nasdaq Stockholm on or about June 20, 2016.
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
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 June 14, 2016, at 8.00 am (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.
Castellum AB (publ), Box 2269, SE-403 14 Gothenburg | Org nr/Corp Id no SE 556475-5550 | Phone +46 31 60 74 00 Fax +46 31 13 17 55
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 has only been made through the prospectus that Castellum published at the company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen ) on May 25, 2016. Such offer to subscribe for shares has, however, now expired. This press release has not been approved by any regulatory authority and is not a prospectus.
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 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. In the United States (including its territories and possessions, any state of the United States and the District of Columbia) any offering of subscription rights and paid subscribed shares made by the Company was only made to a limited number of existing shareholders who are reasonably believed to be qualified institutional buyers (as defined in Rule 144a under the US Securities Act of 1933, as amended (the “ Securities Act ”) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and who have executed and returned an investor letter to the Company. This press release may not be announced, published or distributed, directly or indirectly, in or into Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the Securities Act or laws applicable in other jurisdictions..
No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect Castellum’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts which imply indications or predictions of future development or trends, constitute 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.
The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.