Notice of an extraordinary shareholders’ meeting of Klövern AB (publ) due, inter alia, to the bonus issue and new issue of preference shares in connection with the public offer made to the shareholders of Dagon AB (publ).
Shareholders of Klövern AB (publ) (“Klövern” or the “Company”), reg. no. 556482-5833, are hereby notified of the extraordinary shareholders meeting at 3 pm on Thursday 12 January 2012 at World Trade Center, Klarabergsviadukten 70 in Stockholm. Registration starts at 2 pm.
Notification of attendance and related matters
Shareholders wishing to participate in the shareholders’ meeting must:
– be registered as owner in the print-out of the share register made by Euroclear Sweden AB on Thursday 5 January 2012. Shareholders whose shares are nominee registered must request that their shares be temporarily registered in their own name in the share register at Euroclear Sweden AB to able to participate in the meeting. Requests for such registration should be made to the bank or securities institution administering the shares in good time before Thursday 5 January 2012.
– and notify their attendance to the Company at the address MAQS Law Firm, Box 7009, 103 86 Stockholm, by e-mail to firstname.lastname@example.org, by telephone to +46 8-709 09 31 at the latest by 12.00 noon on Thursday 5 January 2012. Mark the envelope with “Klövern”. When making notification, shareholders must state their name, address, telephone number, date of birth/Swedish personal ID no. or company registration no., and registered shareholdings as well as the number of assistants that they may wish to accompany them to the meeting.
In cases where representatives participate in the meeting, they shall be furnished with a written and dated power of attorney. If the power of attorney has been issued by a legal entity, a certified copy of the company registration certificate for the legal entity must be attached. The power of attorney and the registration certificate must not have been issued earlier than one year prior to the date of the shareholders’ meeting unless a longer period of validity is stated in the power of attorney, up to a maximum of five years. The power of attorney in the original and a company registration certificate, when relevant, shall be sent in good time to the Company at the above address. A form for power of attorney is available on the Company’s website, www.staging-wwwklovernse.wp4.triggerfish.cloud, or can be sent to shareholders on request.
The Company has a total of 166,544,326 shares and votes. Of these shares, 5,741,463 are owned by the Company and cannot be represented at the meeting.
Opening of the meeting,
Appointment of a chairman at the meeting,
Preparation and approval of the voting list,
Appointment of one or two persons to check the minutes,
Consideration of whether the meeting has been duly called,
Approval of the agenda,
Proposed decision from the board on a cash issue,
Proposed decision from the board on amendment of the articles of association among others due to the issue of a new class of share in the form of preference shares
Proposed decision from the board on a bonus issue of preference shares to Klövern’s existing shareholders,
Proposed decision from the board on a new issue of preference shares due to the public offer to the shareholders of Dagon AB (publ),
Proposed decision from the board on authorization for the board to acquire and transfer the Company’s own shares,
Proposed decision from the board on authorization for the board to undertake minor adjustments of the decisions
Conclusion of the meeting.
Proposed decisions from the board
Decision on a cash issue (item 7)
The board proposes that the company’s share capital be increased by SEK 170 by a cash issue of 34 new shares. The shares shall be issued at the shares’ quota value, SEK 5 per share. Swedbank AB shall be entitled to subscribe to new shares, departing from the shareholders’ priority rights. Subscription and payment shall take place at the latest by Thursday 12 January 2012.
The reason for the departure from the shareholders’ priority rights and the ground for the issue price is that the issue is being carried out to create the requisite number of shares in the Company with a view to enabling the proposed bonus issue in accordance with item 9.
The new shares shall directly confer entitlement to dividend from the day that they have been registered in the share register kept by Euroclear Sweden AB.
Decision on amendment of the Articles of Association among others due to issue of a new class of share in the form of preference shares (item 8)
The board proposes that new articles of association be adopted to enable two classes of shares to be issued in future, common shares and preference shares. Shares issued to date and shares decided upon in accordance with item 7 above shall be common shares. This proposal means an amendment for article 5 of the Articles of Association.
The Board also proposes amendment of the company’s activity by amending the association’s point 3. In addition, the Board proposes amendment of the association’s point 6, so that deputies cannot be elected to the Board.
If the shareholders’ meeting adopts the proposal, the Articles of Association items 3, 5 and 6 will be worded as follows:
The Company’s activities is to, direct or indirect via subsidiaries, acquire, own, manage, develop and sell properties and conduct in compatible activities.
5.1 number and classes of shares
The number of shares shall be no less than sixty million (60,000,000) and no more than two hundred and forty million (240,000,000).
Two classes of shares may be issued, common shares and preference shares. Common shares and preference shares may be issued up to an amount corresponding to at most 100 per cent of the share capital. A common share confers one vote. A preference share confers one-tenth of a vote.
5.2 distribution of profit
Preference shares confer a preferential right over common shares to an annual dividend of ten Swedish kronor (SEK 10) per share with quarterly payment of SEK 2.50 per share. The record days for these payments shall be the last weekday in the month of June, September and December respectively after the annual general meeting of shareholders and in the month of March the year after the annual general meeting. In addition, preference shares shall entail a preferential right over common shares to a dividend of SEK 2.50 per share during the first quarter of 2012 with the record day for payment the final weekday of March 2012.
If no dividend is paid to preferential shareholders, or if only a dividend of less than ten Swedish kronor (SEK 10) per preference share is paid during one or more years, the preference shares shall confer a right to also receive, from the following year´s distributable funds, Retained Amounts, as defined below (including Upward Adjustment of Retained Amounts as defined below) before dividend is paid on common shares. If no dividend is paid or if only dividend of less than ten Swedish kronor (SEK 10) per preference share is paid for one or more years, it is incumbent on the following year’s annual general meeting to make a decision on the distribution of the quarterly payment of Retained Amounts. Preference shares shall not otherwise confer any right to dividend.
The difference between SEK 2.50 and the dividend paid per preference share (provided that the dividend decided upon at the annual general meeting is less than ten Swedish kronor (SEK 10) is added to “Retained Amounts”. In the event of dividend on preference shares being paid according to a decision at another shareholders’ meeting than the annual general meeting, distributed amounts per preference share shall be deducted from Retained Amounts. This deduction shall take place as at the day when payment is made to preference shareholders and be thus considered as settlement of the part of the Retained Amounts that has arisen first in time. Retained Amounts shall be adjusted upwards by a factor corresponding to an annual interest rate of eight (8) per cent (“The Upward Adjustment Amount”), whereupon upward adjustment shall take place beginning from the quarterly date on which payment of dividend has taken place (or should have taken place, in the event that no dividend has been paid at all) and based on the difference between SEK 2.50 and the dividend paid per preference share on the same quarterly date. In the event of this calculation taking place on another date than a full year from the date on which the supplement or deduction respectively has been made from Retained Amounts, adjustment of amounts added or deducted shall take place at an amount corresponding to the adjustment factor multiplied by the proportion of the year that has elapsed. Accrued Upward Adjustment Amounts are added to Retained Amounts and shall thereafter be included in the calculation of the Upward Adjustment Amount.
In the event of an increase of the share capital by a cash issue or a set-off issue, the shareholders have a priority right to the new shares so that one old share confers a priority right to one new share of the same class, that shares which are not subscribed to by the shareholders with priority rights shall be offered to all shareholders and that, if it is not possible to issue the whole number of shares subscribed to due to the latter offer, the shares shall be distributed among subscribers in relation to their previous shareholding and, to the extent that this is not possible, by the casting of lots.
In the event of an increase of the share capital by a cash issue or a set-off issue of only one class of shares, the shareholders have a priority right to the new shares only in relation to their previous shareholding of shares of the same class. The provisions made above shall not entail any restriction of the ability to make decisions on a cash issue or a set-off issue deviating from the shareholders’ priority right.
If the Company decides to issue warrants or convertible instruments through a cash issue or a set-off issue, the shareholders have a priority right to subscribe to warrants or convertible instruments as if the issue had concerned the shares that may be subscribed to due to the warrant or exchanged for the convertible instruments.
An increase of the share capital through a bonus issue may only take place by the issue of common shares. A bonus issue may, however, also take place by the issue of preference shares to common shareholders. It is then the case that only the common shareholders have the right to the new shares. The bonus shares are distributed among the common shareholders in relation to the number of common shares they previously owned.
A reduction of share capital, although not under the minimum share capital, may take place from 2015 onwards after a decision of a shareholders’ meeting through redemption of preference shares on the following bases.
The shareholders’ meeting decides upon the number of preference shares that are to be redeemed on each occasion. The preference shares to be redeemed are decided upon by the casting of lots. If the decision is supported by all preference shareholders, the meeting can, however, decide upon which preference shares are to be redeemed.
Holders of a particular preference share which it has been decided to redeem are obliged three months after notification of the redemption decision to accept the redemption price for the share at an amount calculated as the total of SEK 175 plus Retained Amounts according to article 5.2 (consisting of Retained Amounts and current Upward Adjustment Amounts up to and including the date on which the redemption amount falls due for payment). All interest calculation ceases from the date on which the redemption amount falls due for payment.
5.5 dissolution of the Company
If the Company is dissolved, the preference shares shall confer a right to receive SEK 150 per share from the Company’s assets as well as any Retained Amounts (including Retained Amounts and current Upward Adjustment Amounts) according to article 5.2 before distribution takes place to common shareholders. Preferential shares shall not otherwise confer any right to distributed amounts.
6. THE BOARD OF DIRECTORS
The board of directors shall consist of at least four and at most eight members.
Decision on a bonus issue of preference shares to Klövern’s existing shareholders (item 9)
The board proposes that the shareholders’ meeting decide to make a bonus issue of preference shares to Klövern’s existing shareholders, including the shares subscribed to in accordance with item 7 above, whereupon a shareholder in Klövern will receive one (1) preference share per holding of forty (40) common shares. The bonus issue is being carried out to create the requisite spread of ownership among the owners of preference shareholders, which is a prerequisite for being able to list the preference share for trading on NASDAQ OMX Stockholm.
The proposal entails that share capital be increased by SEK 20,818,045 through a bonus issue of 4,163,609 new preference shares, in which connection forty old shares confer entitlement to one new preference share.
The amount by which the share capital shall be increased shall be provided from non-restricted equity (the share premium reserve).
The bonus issue requires amendment to the Articles of Association in accordance with item 8.
The record day will be five bank days after the day on which the Swedish Companies Registration Office has registered the bonus issue. The newly issued shares shall be subject to the pre-emption proviso in the Articles of Association.
The new shares shall directly confer entitlement to dividend from and including the date on which they have been registered in the share register kept by Euroclear Sweden AB, entailing a first distribution of profit of SEK 2.50 per preference share with the record day being Friday 30 March 2012.
Decision on a new issue of preference shares due to the public offer to the shareholders of Dagon AB (publ) (item 10)
The board has decided to make a public offer to all shareholders of Dagon AB (publ), (“The Offer”). Klövern’s offer is valued at SEK 1,474 million, corresponding to SEK 62.50 per share in Dagon. 30 per cent of the purchase price will be paid in cash and 70 per cent by newly-issued preference shares in Klövern.
To carry out the Offer, the board proposes that the shareholders’ meeting decide on a new issue of preference shares as below. Shareholders representing 42 per cent of the votes and equity of Klövern have undertaken in advance to vote for the board’s proposal.
The share capital is increased by at most SEK 38,784,535 through the issue of at most 7,756,907 preference shares. Shareholders of Dagon AB (“Dagon”) shall have the right to subscribe departing from the existing shareholders’ priority right.
The shares shall be paid for by contribution of shares in Dagon. The subscriber shall receive 0.46992482030075 new preference shares in Klövern for one share in Dagon. The subscription price amounts to SEK 133 per preference share. In valuation of the capital contributed in kind, the board has taken into account the market value of Dagon’s assets and liabilities. The valuation of the properties is yield-based, according to the cash flow method, in accordance with the international valuation standard. The value may be changed with referenced to the aforesaid accounting policies.
The issue decision requires amendment of the Articles of Association. The period of notification starts after the Companies Registration Office has registered the new Articles of Association and runs until Monday 13 February 2012 inclusive. The board has the right to extend the period of notification. Capital contributed in kind shall be transferred to Klövern in connection with subscription. Share subscription shall take place on a separate subscription list. The newly-issued shares shall be subject to the redemption proviso in the Articles of Association.
If the shareholders’ meeting decides in accordance with the proposal and the Offer is accepted in full, 7,756,907 new preference shares in Klövern will be issued, entailing that the current shareholders of Dagon and Klövern will hold 4.6 and 95.4 per cent of the capital respectively and 0.5 per cent and 99.5 per cent of the voting rights in Klövern after the acquisition.
The new shares shall confer entitlement to dividend directly from the date on which they have been registered in the share register by Euroclear Sweden AB.
Decision on authorisation for the board to acquire and transfer the Company’s own shares (item 11)
The board proposes that the shareholders’ meeting authorize the board, at the longest until the end of the next annual general meeting, to acquire and transfer the Company’s own shares. This authorization is intended to make it possible to continuously adapt the Company’s capital requirement and thus to be able to contribute to increased shareholder value.
Acquisition may take place of at most the number of own common and preference shares so that the group’s total holding of its own common and preference shares after acquisition amounts to at most ten per cent of all registered common and preference shares in the Company. Acquisition may take place through purchase on the stock exchange NASDAQ OMX Stockholm.
Transfer shall be able to take place both on the same stock exchange and, departing from the shareholders’ priority right, to a third party. Compensation for transferred shares may be made in cash, by payment in kind, through set-off or otherwise with conditions.
Acquisition and transfer that takes place on a stock exchange must take place at a price per share that is within the registered price interval from time to time.
The number of repurchased common shares amounts, at the time of the notice of the meeting, to 5,741,463 corresponding to 3.4 per cent of the total number of registered common shares.
Decision on authorization for the board to undertake minor adjustments of the decisions (item 12)
The board proposes that the shareholders’ meeting authorize the board to undertake such minor adjustments of the decisions made at the meeting to the extent that this is requisite for registration of decisions.
The decisions of the board concerning items 7, 8, 10 and 11 are valid only if the decisions have the support of shareholders with at least two-thirds of the votes placed and represented at the shareholders’ meeting.
Shareholders have the right to ask the Company questions about the items and proposals to be considered at the shareholders’ meeting.
Complete proposals for decision and appurtenant documents will be available at the Company at Nyckelvägen 14 in Nyköping and on the Company’s website, www.staging-wwwklovernse.wp4.triggerfish.cloud, at the latest three weeks prior to the meeting. The documents will also be sent to the shareholders who so request, stating their postal address, and will also be available at the shareholders’ meeting. The documents will be presented at the shareholders’ meeting.
Nyköping, 6 December 2011
Klövern AB (publ)
Board of Directors
For further information, please contact:
Gustaf Hermelin, CEO, +46 155-44 33 10/+46 70-560 00 00
Britt-Marie Einar, Finance and IR Manager, Deputy CEO, +46 155-44 33 12/+46 70-224 29 35, britt‑email@example.com
Rutger Arnhult, Board Member, +46 72-301 53 31, firstname.lastname@example.org
Klövern is a real estate company committed to working closely with customers to meet their needs of premises and services in Swedish growth regions. Klövern has business units in ten cities: Borås, Karlstad, Kista, Linköping, Norrköping, Nyköping, Täby, Uppsala, Västerås and Örebro. As at 30 September 2011 the value of the properties totalled approximately SEK 14.6 billion and the rental income on an annual basis was around SEK 1.6 billion. The Klövern share is listed on Nasdaq OMX Nordic Exchange in Stockholm, MidCap.
Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden. Tel +46 155-44 33 00, Fax +46 155-44 33 22. Corporate registration no. 556482-5833. Registered office: Nyköping. Website: www.staging-wwwklovernse.wp4.triggerfish.cloud
This information is such that Klövern AB (publ) is obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 6 December 2011.
This notice contains future-oriented information. Future-oriented information by its nature entails risks and uncertainties as it relates to events and depends on circumstances that may or may not take place in the future. Klövern draws the reader’s attention to the fact that future-oriented statements shall not be understood as guarantees regarding future development, and that the Group’s actual earnings, financial position, liquidity and development in the industry in which the group operates may differ substantially from the goals and expectations shown by the future-oriented information contained in this press release. These future-oriented statements only apply on the date of publication of this notice. Klövern gives no undertakings to publish updates or revisions of the future-oriented statements, neither due to new information, future events or the like, and explicitly disclaims any obligations and undertakings to publish any updates or revisions of the future-oriented statements contained in this press release due to any change in Klövern’s expectations in connection with or change of events, conditions or circumstances on which such statements are based.
This notice may not be distributed or reproduced, directly or indirectly, in or to the United States, Canada, Australia, Japan or South Africa and does not constitute, and is not a part of, any offer to acquire, subscribe to, sell or exchange, and not either a request for an offer to purchase, subscribe to, sell or exchange any securities to any person in the United States, Canada, Australia, Japan or South Africa, or a request for anyone to vote in a particular way in any such jurisdiction, and neither may any sale, issuance or transfer of the securities referred to in this press release take place in any jurisdiction in conflict with applicable legislation (“Limited Jurisdictions”). The offer is not made, directly or indirectly, in or to the United States or any other Limited Jurisdiction, or by post or other national or international means of communication (including, inter alia, fax, telephone and Internet) or through an establishment belonging to a stock exchange or another trading location in the United States or in any other of the Limited Jurisdictions and the offer cannot be accepted in any such way, by such means of communication or through such establishment or from the United States or any other Limited Jurisdiction. Shares in Klövern have not been registered, and will not be registered, in accordance with the US Securities Act 1933, with subsequent amendments (“Securities Act”), and may not be transferred or offered for sale in the United States unless such registration takes place in accordance with the Securities Act or an exemption from such registration is applicable. No offer concerning shares in Klövern is being made in the United States.