Offer to Acquire All Outstanding Shares in Klövern Ab (Publ)
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OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN KLÖVERN AB (PUBL) Corem Offer 2021 1 IMPORTANT INFORMATION This document is an English translation of the Company’s official published by Klövern and has been reviewed by Klövern's Board. Corem Swedish offer document, which has been approved and registered by the therefore does not guarantee, and does not take responsibility for, that Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the the information about Klövern is correct and complete beyond what may “SFSA”). follow from law. This offer document (the“Offer Document”) has been prepared in The figures reported in this Offer Document have in some cases been connection with the public takeover bid submitted by Corem Property rounded off and therefore the tables in the Offer Document do not neces- Group AB (publ), org. no. 556463-9440 (“Corem”) or (“the Company”) sarily sum up correctly. All financial figures are in Swedish kronor“SEK” ( ) on March 29, 2021, regarding all shares in Klövern AB (publ), org. no. unless otherwise stated. Except where expressly stated, no information 556482-5833 (“Klövern”), and the issue of ordinary shares and preferen- in the Offer Document has been reviewed or audited by the auditor. The ce shares in Corem proposed by the Board of Directors of Corem as share information in the Offer Document is provided only in connection with the consideration in the Offer, and for admission to trading of such shares Offer and may not be used for any other purpose. on Nasdaq Stockholm (the “Offer”). Corem or the Company, where the terms are used in the Offer Document, refers, depending on the context, RESTRICTIONS to Corem, one or more subsidiaries of Corem or the group in which Corem The Offer is not being made to persons whose participation in the Offer is the parent company. The "Combined Company" refers to the Group requires that any additional offer document is prepared or registration after the acquisition of Klövern, in which Corem is the parent company. effected or that any other measures are taken in addition to those For definitions of these and other terms, see Definitions on page 161. required under Swedish law and regulations. This Offer Document and A Nordea Bank plc, filial i Sverige “Nordea”( ) and Swedbank AB any documentation relating to the Offer are not being published in, or (publ) (“Swedbank”) are financial advisors to Corem, and no one else, distributed to or into, and must not be mailed or otherwise distributed in connection with the Offer. Nordea and Swedbank will not regard any or sent in or into any country in which the distribution or offering would other person as a customer in relation to the Offer and is not liable to require any such additional measures to be taken or would be in conflict anyone other than Corem for providing the protection that Nordea and with any law or regulation in such country. Persons who receive this Swedbank offer their customers or for giving advice in connection with communication (including, without limitation, nominees, trustees and the Offer or any other transaction, question or arrangement referred to in custodians) and are subject to the law of any such jurisdiction will need this document. to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securi- APPLICABLE LAW ties laws of any such jurisdiction. Corem, to the fullest extent permitted The Offer and any agreements entered into between Corem and sharehol- by applicable law, disclaims any responsibility or liability for the violations ders in Klövern in connection with the Offer shall be regulated and inter- of any such restrictions by any person. Any purported acceptance of the preted in accordance with Swedish law. Nasdaq Stockholm's Takeover Offer resulting directly, or indirectly, from a violation of these restrictions Rules issued by the Swedish Corporate Governance Board on December 1, may be disregarded. 2020 (the “Takeover Rules”) and the Swedish Securities Market Board's The Offer is not being made, and will not be made, directly or indirect- decisions and statements on the interpretation and application of the ly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Takeover Rules, including, where applicable, the Business Exchange Africa, by use of mail or any other means or instrumentality of interstate Committee's decisions and statements on interpretation and application or foreign commerce, or of any facilities of a national securities exchange, of previously applicable rules on public takeover bids on the stock market, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. are applicable to the Offer. Corem has, in accordance with the Act (2006: This includes, but is not limited to, facsimile transmission, electronic mail, 451) on public takeover bids on the stock market (the “Takeover Act”), telex, telephone, the internet and other forms of electronic transmission. on 25 March 2021, undertaken in writing to Nasdaq Stockholm to comply The Offer cannot be accepted and shares may not be tendered in the with the said rules, decisions and notices, and to submit to the sanctions Offer by any such use, means, instrumentality or facility of, or from within, which Nasdaq Stockholm may impose on the Company in the event of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, or a breach of the Takeover Rules. On 29 March 2021, Corem informed the by persons located or resident in Australia, Canada, Hong Kong, Japan, Swedish Financial Supervisory Authority, Nasdaq Stockholm and the New Zealand or South Africa. Accordingly, this Offer Document and any Swedish Securities Market Board about the Offer and the above commit- related Offer documentation are not being and should not be mailed or ments to Nasdaq Stockholm. otherwise transmitted, distributed, forwarded or sent in or into Australia, This Offer Document does not constitute a prospectus in accordance Canada, Hong Kong, Japan, New Zealand or South Africa or to any Aus- with (EU) 2017/1129 (the “Prospectus Regulation”). The offer document tralian, Canadian, Hong Kong, Japanese, New Zealand or South African has not been reviewed and approved by the SFSA in accordance with persons or any persons located or resident in Australia, Canada, Hong Article 20 of the Prospectus Regulation. The Offer document has been Kong, Japan, New Zealand or South Africa. prepared in accordance with the ch. 2 of Takeover Act, Chapter 2a of the Any purported acceptance of the Offer resulting directly or indirectly Act (1991: 980) on trading in financial instruments and ch. 2 section 5 of from a violation of these restrictions will be invalid and any purported the Act (2019: 414) with supplementary provisions to the EU Prospectus acceptance by a person located in Australia, Canada, Hong Kong, Japan, Regulation. The offer document has been approved and registered with New Zealand or South Africa or any agent, fiduciary or other intermediate the SFSA in accordance with Chapter 2 a the Act (1991: 980) on trading acting on a non-discretionary basis for a principal giving instructions from in financial instruments. Neither approval nor registration entails any gua- within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa rantee from the SFSA that the factual information in the Offer Document will be invalid and will not be accepted. Each holder of shares participa- is correct or complete. ting in the Offer will represent that it is not an Australian, Canadian, Hong The information in the Offer Document is intended to be correct, Kong, Japanese, New Zealand or South African person, is not located in although not complete, only at the time of publication of the Offer Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and is Document. No assurance is given that the information has been or will not participating in the Offer from Australia, Canada, Hong Kong, Japan, be correct at any other time. Corem will make additions to the Offer New Zealand or South Africa or that it is acting on a non-discretionary ba- Document when required by law. The information about Klövern on pages sis for a principal that is not an Australian, Canadian, Hong Kong, Japane- 96–141 in the Offer Document is based on information that has been se, New Zealand or South African person, that is located outside Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and that is not 2 Corem Offer 2021 giving an order to participate in such Offer from Australia, Canada, Hong will not be engaging in direct communications relating to the Offer with Kong, Japan, New Zealand or South Africa. This Offer Document is not investors located within the United States (whether on a reverse-inquiry being, and must not be, sent to shareholders with registered addresses basis or otherwise). in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons FORWARD-LOOKING STATEMENTS in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa Statements in this Offer Document relating to future status or circum- must not forward this Offer Document or any other document received in stances, including statements regarding future performance, growth connection with the Offer to such persons. and other trend projections as well as benefits of the Offer, are for- Notwithstanding the foregoing, Corem reserves the right to permit ward-looking statements. Forward-looking statements may generally, the Offer to be accepted by persons not resident in Sweden if, in its sole but not always, be identified by the fact that they do not relate strictly discretion, Klövern is satisfied that such transaction can be undertaken in to historical or current facts and include, without limitation, words such compliance with applicable laws and regulations.