Klövern AB (publ) (“Klövern“) hereby announces, for the account of its indirectly wholly-owned subsidiary Dagon Sverige AB, registration number 556473-1213, (the “Offeror“) a supplement (the “Supplement“) to the offer document which was announced through Klövern on 23 February 2018 (the “Offer document“). The Offer document was announced in connection with the mandatory public cash offer which the Offeror announced on 9 February 2018 at 18:30 CET in accordance with the Takeover Rules for certain trading platforms, effective as of 1 November 2017 by the Swedish Corporate Governance Board (the “Takeover Rules“) to the shareholders of Tobin Properties AB (publ), registration number 556733-4379, (“Tobin Properties“) to tender all outstanding shares in Tobin Properties to the Offeror for a consideration of SEK 22.65 in cash per ordinary share and SEK 108.50 in cash per Class A preference share in Tobin Properties that are not already owned by the Offeror (the “Offer“). The shares in Tobin Properties are traded on Nasdaq First North Premier (“First North Premier“).
The Supplement has been drafted as a result of the announcement by Tobin Properties on 28 February 2018 of the company’s Year-End Report of the fiscal year 2017, which has been included in whole in the Supplement. The Supplement shall at all times be read together with, and as an integrated part of, the Offer document.
As a consequence of the announcement of the Supplement, shareholders in Tobin Properties have, according to the Takeover Rules, the right to revoke an already given acceptance of the Offer within five business days from the announcement of the Supplement, i.e. up to and including 7 March 2018.
For the revoke of acceptance to be valid a written revocation must be received by Swedbank AB before the end of 7 March 2018 to the address below:
Swedbank AB (publ)
105 34 Stockholm
Shareholders whose holdings are nominee-registered and that wish to revoke an already given acceptance shall do so in accordance with instructions from respective trustee.
Acceptances that are not revoked remain retained. For shareholders who wish to retain its acceptance, no further actions are required.
The Offer document, the Supplement and application form are available on Klövern’s website, www.klovern.se, and on Swedbank’s website, www.swedbank.se/prospekt.
Timeline for the Offer
7 March 2018 – last day for revocation of an already given acceptance of the Offer
26 March 2018 – end of acceptance period
29 March 2018 – expected date of announcement of the outcome of the Offer
4 April 2018 – expected settlement date
Important information about LEI and NID at acceptance
According to MiFID II and starting from 3 January 2018, all investors must have a global identification code in order to conduct a securities transaction. These regulations require legal entities to apply for registration of a Legal Entity Identifier (LEI code) and natural persons need to find their National ID or National Client Identifier (NID number) in order to accept the Offer. Please note that it is the shareholder’s legal status that determines whether a LEI code or NID number is required, and that the issuing agent may be prevented from performing the transaction on behalf of the person in question if a LEI code or NID number (as applicable) is not provided.
Legal persons who need to obtain a LEI code may contact one of the suppliers available on the market. Through this link approved institutions for the global LEI system can be found: www.gleif.org/en/about-lei/how-to-get-an-lei-find-lei-issuing-organizations.
For natural persons who only have Swedish citizenship, the NID number consists of the designation “SE” followed by the person’s social security number. If the person in question has more or anything other than Swedish citizenship, the NID number may be any other type of number.
Apply for registration of a LEI code (legal persons) or find out the NID number (natural persons) in good time since this information is required in the application form upon acceptance of the Offer.
Applicable law, disputes etc.
Swedish law is applicable to the Offer. The Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and, if applicable, the Swedish Securities Council’s rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee pre-existing rules on takeover offers on the stock market also applies to the Offer. Disputes relating to the Offer shall be settled exclusively by Swedish court, with the Stockholm District Court as the first instance.
The Offer is not being made (nor will any acceptance by shareholders or anyone else on behalf of the shareholders be approved) in any jurisdiction in where the submission of the Offer or the acceptance of the Offer cannot occur, in accordance with laws and regulations of the jurisdictions.
The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or USA (including the District of Columbia).
As a result, this press release, the Offer document, the Supplement, the application form or other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including the District of Columbia). The Offeror will not offer any consideration in accordance with the Offer to, or accept application forms from especially Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Singapore, Switzerland, Taiwan, Brazil or USA (including the District of Columbia).
MAQS Advokatbyrå Stockholm AB is acting as legal advisor to Klövern and the Offeror in relation to the Offer.
Additional information about the Offer
The information was submitted for publication on 28 February 2018 at 10:00 CET.
For additional information about the Offer, please visit www.klovern.se. All inquiries related to the Offer should be directed to: Lars Norrby, IR, phone: +46 (0)76-777 38 00, e-mail: email@example.com.
Klövern and the Offeror in brief
Klövern is one of Sweden’s largest listed real estate companies. Klövern owns and manages more than 400 properties which have a total lettable area of close to three million square meters. Klövern offers its tenants attractive premises not only in Stockholm, Gothenburg and Malmö but also in a number of strong regional cities across the country as well as in Copenhagen. Klövern focuses primarily on office properties, but also offers premises for companies and organizations active in health care, education, retail as well as in warehouse/logistics. Furthermore, Klövern Living is working on a number of residential development projects. For further information about Klövern, see www.klovern.se.
The Offeror is a Swedish limited company established in 1993. The Offeror has its registered office in Nyköping, Sweden and is an indirectly wholly-owned subsidiary of Klövern, whose business is to, directly or indirectly, through group companies, pursue acquisition, divestment and management of real estate, and other thereto compatible business
Klövern AB (publ)
For additional information:
Rutger Arnhult, CEO, +46 70-458 24 70, firstname.lastname@example.org
Lars Norrby, IR, +46 76-777 38 00, email@example.com
Klövern is a real estate company committed to working closely with customers to offer them efficient premises in growth regions. Klövern is listed on Nasdaq Stockholm. For further information, see www.klovern.se.
Klövern AB (publ), Bredgränd 4, 111 30 Stockholm. Phone: +46 (0)10-482 70 00. E-mail: firstname.lastname@example.org.
This information is information that Klövern AB is obliged to make public pursuant to the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, on 28 February 2018, at 10:00 CET.
 The offered consideration for the shares will be adjusted if Tobin Properties carries out a dividend or other transfer of value to the shareholders before settlement of the Offer is announced and will consequently be reduced by a corresponding amount per share for each such dividend and transfer of value.