Admission to Trading of Magnolia Bostad AB's Shares on Nasdaq Stockholm IMPORTANT INFORMATION
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Admission to trading of Magnolia Bostad AB's shares on Nasdaq Stockholm IMPORTANT INFORMATION In this prospectus (the “Prospectus”), depending on the context, “Magnolia Bostad”, “the Company” or “the Group” means Magnolia Bostad AB, company registration number 556797-7078, the group of which Magnolia Bostad AB is the ultimate parent company, or a subsidiary of the group. The term “Principal Owner” means F. Holmström Fastigheter AB. “Manager” means Skandinaviska Enskilda Banken AB, SEB Corporate Finance (“SEB”). For more defined terms, please see the section entitled “Definitions”. Magnolia Bostad has prepared this Prospectus in connection with the Company’s application for admission to trading of its shares on Nasdaq Stockholm (the “Listing”). This Prospectus constitutes neither an offer to transfer nor an invitation relating to an offer to acquire securities in the Company. The Prospectus is not intended for persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States. Nor is the Prospectus intended for persons whose participation requires additional prospectuses, registrations or measures other than those required under Swedish law. Accordingly, this Prospectus, marketing material or other material relating to the Prospectus may not be distributed or published in any jurisdiction unless such takes place in accordance with applicable laws and regulations. Any person who may be in possession of this Prospectus is required to obtain information on and comply with the said restrictions and, in particular, refrain from publishing or distributing this Prospectus in breach of applicable laws and regulations. Each action in breach of said restrictions may constitute a breach of applicable regulations on securities. Publication of this Prospectus does not mean that the information contained herein is current and updated at any time other than at the date of this Prospectus, that no other change regarding the Company’s business has occurred after the date of this Prospectus or that the information contained in this Prospectus is accurate at any date subsequent to the date of this Prospectus. An investment in securities involves risks, please see the section entitled “Risk factors”. When investors make an investment decision, they must carry out independent assessments of the legal, tax, commercial, financial and other consequences of the investment and rely on their own studies, analyses and investigations on the Company. Each investor should consult its own advisors before the acquisition of the Company’s shares takes place. A Swedish Prospectus has been approved and registered by the Swedish Financial Supervisory Authority in accordance with the regulations in Sections 25 and 26 Chapter 2 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument). Approval and registration does not imply that the Swedish Financial Supervisory Authority guarantees that the factual information in the Prospectus is correct or complete. Unless expressly stated, no infor- mation in the Prospectus has been reviewed or audited by the Company’s auditor. This Prospectus is governed by Swedish law. Disputes arising from this Prospectus shall be settled exclusively by Swedish courts. A Swedish language version and an English language version of this Prospectus have been prepared. In the event of discrepancies between the versions, the Swedish language version shall prevail. This Prospectus is available on the Company’s website, www.magnoliabostad.se, and will be available on the Swedish Financial Supervisory Authority’s website, www.fi.se. The information on the Company’s website has not been incorporated into this Prospectus and does not form part of this Prospectus. FORWARD-LOOKING STATEMENTS, MARKET INFORMATION, ETC. This Prospectus contains forward-looking statements that reflect Magnolia Bostad’s current view of future events as well as financial, operational and other developments. Forward-looking information may be distinguished by the fact that it does not relate exclusively to historical or current factual situations or by the fact that it may include expressions such as “deem”, “assess”, “expect”, “await”, “judge”, “assume”, “predict”, “can”, “will”, “shall”, “should or ought to”, “according to estimates”, “consider”, “may”, “plan”, “potential”, “calculate”, “as far as is known” or the negatives of such words and other variations thereof or comparable terminology. These forward-looking statements apply only at the date of the Prospectus. Magnolia Bostad makes no commitment to publish any updates or revisions of forward-looking statements as a result of new informa- tion, future events or similar. Even if Magnolia Bostad considers the expectations described in such forward-looking state- ments to be reasonable, there is no guarantee that these forward-looking statements will be carried into effect or prove to be correct. Accordingly, potential investors should not place undue reliance on these and other forward-looking statements. The section entitled “Risk factors” contains a description, however not exhaustive, of factors that could cause an actual result or development to differ significantly from historical information or forward-looking statements. This Prospectus contains historical market information and forecasts. Some information has been obtained from external sources and Magnolia Bostad has reproduced such information accurately in this Prospectus. Even though the Company considers these sources to be reliable, no independent verification has been carried out and no guarantee can therefore be given that the information is accurate or complete. Market statistics are, by their very nature, associated with uncertainty and do not necessarily reflect actual market conditions. Comparisons of statistics for different markets are of limited value for several reasons, including the fact that markets are defined differently and the information may have been collected using different methods and may be based on different assumptions. Certain statistics in this Prospectus have been compiled by Magnolia Bostad, in some cases based on different assumptions. Although the Company considers the compilation method and assumptions to be reasonable, they could only be verified against independent sources to a limited extent. In light of this, the reader’s attention is drawn in particular to the fact that market statistics presented in the Prospectus are associated with uncertainty and that no guarantee can be given as to their accuracy. Information from third parties has been correctly repro- duced and, as far as the Company is aware and has been able to ascertain, no information has been omitted which might result in the information reproduced being inaccurate or misleading. Figures recognized in the Prospectus have in some cases been rounded and therefore the tables in the Prospectus do not necessarily always add up exactly. This is the case, for example, when the figures are presented in thousands, millions or billions, and this occurs in particular in the sections entitled “Selected financial information” and “Capitalization, indebtedness and other financial information” and in the revised historical financial information contained in the section entitled"Historical financial information". All financial figures are presented in Swedish krona (SEK), unless otherwise stated. Contents - Summary 2 Risk factors 13 Background and reasons 24 Market overview 27 Business overview 35 Projects 49 Selected financial information 59 Operating and financial review 66 Capitalization, indebtedness and other financial information 72 Board of directors, executive management and auditors 74 Corporate governance 82 Share capital and ownership 88 Articles of Association 91 Legal considerations and supplementary information 92 Tax issues 103 Definitions 105 Historical financial information F-1 Addresses A-1 Admission to trading of Magnolia Bostad AB's shares on Nasdaq Stockholm 1 Summary Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for these type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be included in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In that case a short description of the Element is included in the summary with the mention of “Not applicable”. Section A – Introduction and warnings A.1 Introduction and This summary should be read as an introduction to this Prospectus. Any decision to warnings invest in the securities should be based on the investor’s consideration of this Prospectus as a whole. Where a claim relating to the information contained in this Prospectus is brought to a court, the plaintiff investor might, under the national legislation of the member states, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability are only attached to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or does not provide, when read together with the other parts