Catena extends the acceptance period for its offer to acquire shares in Klockarbäcken
18 October 2017, 6:00 p.m.
On 2 October 2017, Catena AB (publ) (Catena) announced an offer to the shareholders of Klockarbäcken Property Investment AB (publ) (Klockarbäcken) to acquire all shares issued by Klockarbäcken (the “Offer”).
At the end of the acceptance period on 17 October 2017, the Offer had been accepted by shareholders representing 895,569 shares, corresponding to approximately 67.8 percent of the total number of shares and votes in Klockarbäcken.
In the Offer, Catena reserved the right to extend the acceptance period. To allow remaining shareholders in Klockarbäcken to accept the Offer, Catena has decided to extend the acceptance period until 4:00 p.m. on 8 November 2017. Catena does not currently intend to further extend the acceptance period but reserves the right to do so, as well as to postpone the date on which the cash settlement is announced.
As payment for their shares in Klockarbäcken, Catena is offering shareholders in Klockarbäcken newly issued shares in Catena. For every 20 existing shares in Klockarbäcken, shareholders are offered to receive 15 newly issued shares in Catena. Shareholders with more than 20 shares, where the excess portion is not evenly divisible by 20, will receive a cash payment of SEK 110 per share for the excess portion. Shareholders with fewer shares than 20 will receive SEK 110 per share.
The relationship between shares in Catena and shares in Klockarbäcken gives a bid value of SEK 112.88 per share in Klockarbäcken, based on the closing price for shares in Catena on 18 October 2017. At the time of the bid on 2 October, the bid value was approximately SEK 110 per share in Klockarbäcken, based on the average weighted trading price for shares in Catena during the ten days prior to and including the announcement of the Offer.
“We want to give investors in Klockarbäcken who have not yet accepted the Offer an extended deadline. Both the price trend and liquidity in Catena’s share have developed favourably since the announcement of the Offer, making the Offer more attractive to Klockarbäcken’s shareholders.” says Benny Thögersen, CEO of Catena.
For those shareholders in Klockarbäcken who accepted the Offer during the regular acceptance period, as well as those shareholders who accept the Offer during the extended acceptance period, the settlement will be announced on about 15 November 2017. Catena
reserves the right to further postpone the date on which the purchase consideration is announced.
No change of ownership has taken place in connection with the Offer and, accordingly, Catena owns no shares in Klockarbäcken on the date of publication of this press release. On full subscription of the Offer, approximately 990,000 new Catena shares will be issued to Klockarbäcken shareholders, which would correspond to 2.7 percent of the total shares after the issue.
The terms of the Offer will remain otherwise unchanged, including the conditions of completion and provisos set out by Catena for the Offer. Accordingly, Catena reserves the right to withdraw the Offer in the event it becomes evident that any of the above conditions are not or cannot be met. Catena also reserves the right to waive all or part of one or more of the above conditions, including the right to implement the Offer even at a lower level of subscription.
For further information about the Offer, please refer to the press release published in connection with the announcement of the Offer on 2 October 2017. The press release is available on the Catena website, www.catenafastigheter.se, as well as the Klockarbäcken website: www.klockarbackenpropertyinvestment.se.
For further information, please contact
Benny Thögersen, CEO Peter Andersson, Deputy CEO, CFO
Phone +46 (0)706-60 83 50 Tel. +46 (0)730-70 22 44
The Offer is not aimed at individuals whose participation would require further documentation of the Offer or a prospectus to be prepared, additional registration to be made or other measures to be taken beyond those required under Swedish law.
This press release and other documentation relating to the Offer will not be distributed and may not be mailed or otherwise distributed or broadcast in or into any country where such distribution or offering would require any such additional measures to be undertaken or where this would infringe upon the laws or regulations of that country – nor will Catena permit or approve any such measures. Any attempt to accept the Offer resulting from these
restrictions, directly or indirectly, having been violated may be disregarded. The Offer referred to in this press release is not being made and will not be made, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States, or any other country outside the EES, whether by mail or any other means of communication or mediation, regardless of whether this is intergovernmental in nature, for purposes of foreign trade or through the tools provided by national stock exchanges. This includes, but is not limited to, facsimile transmission, e-mail, telephone and internet or other forms of electronic transmission. The Offer cannot be accepted, nor may shares be transferred under the Offer, in any way or by any means of communication or mediation within or from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES, or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES. Consequently, neither the Offer documentation, the acceptance form nor any related documentation relating to the offer shall be mailed, otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States, or any other country outside the EES or to a person who is from, located in or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES.
Any attempt to transfer shares in the Offer, resulting directly or indirectly from a violation of these restrictions is invalid and any attempt to transfer shares by a person who is located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES, or by a proxy, nominee or other intermediary acting on a non-discretionary basis for a principal giving instructions within or from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES is invalid and will not be accepted. Any person holding shares and participating in the Offer will be required to certify that they are not from, located in or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand,
South Africa, the United States or any other country outside the EES, and that they are not acting, on a non-discretionary basis, on behalf of a principal who is from, located in, or ordering participation in such an offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES. The Company will not pay any consideration based the Offer to Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other country outside the EES.
Catena’s mission is to own, effectively manage and pro-actively develop properties in prime locations that offer the potential to generate a steadily growing cash flow and favourable value growth. Catena’s overriding goal, based on its focused orientation, is to give shareholders a favourable long-term total return. As of 30 June 2017, the properties had a total value of SEK 11,506.4 million. Catena AB is listed on the Nasdaq Stockholm exchange.
This information is such that Catena AB (publ) is obliged to publish under the EU Market Abuse Regulation. The information was provided by the contact persons mentioned in this press release, for publication at the time stated above.