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Admission to Trading on Nasdaq Stockholm for Shares Of Admission to trading on Nasdaq Stockholm for shares of series A and series B in Bonava AB (publ) IMPORTANT NOTICE ment nevertheless be provided or made, it tion statements include, but are not limited to, This prospectus (the “Prospectus”) has been should not be considered to have been those described in the section “Risk factors”. prepared due to the resolution of the annual approved by Bonava, and Bonava is not respon- These risk factors include, inter alia, that general meeting of NCC AB (publ) (“NCC”) on sible for such information or statements. Neither Bonava’s earning capacity is dependent on its 12 April 2016 to distribute all shares in Bonava the publication or distribution of this Prospectus, ability to sell housing units to, inter alia, AB (publ) (“Bonava”) through a dividend to the nor any transaction made in respect of the consumers on satisfactory terms, that Bonava’s shareholders of NCC and the application by the Prospectus, shall be deemed to imply that the operations are affected by project related risks board of directors of Bonava to have Bonava’s information in this Prospectus is accurate or and Bonava’s ability to acquire building rights as shares of series A and shares of series B applicable at any time other than on the date of well as Bonava’s ability to maintain equivalent admitted to trading on Nasdaq Stockholm. the publication of this Prospectus or that there brand awareness and position in the market as For definitions of certain terms used in the have been no changes in Bonava’s business Bonava enjoyed as a part of the NCC group. Prospectus, please see the section “Certain since this date. If significant changes in the infor- Bonava does not undertake to announce any definitions” below. mation in this Prospectus occur, such changes updates or changes in the forward-looking will be announced in accordance with the provi- information as a result of new information, future The Prospectus is governed by Swedish law. sions on supplements to a prospectus under the events or similar circumstances other than as Disputes arising out of the Prospectus and Swedish Financial Instruments Trading Act. required by applicable laws and regulations. related legal matters shall be settled exclusively The shares in Bonava have not been, and will not Industry and market information by Swedish courts. This Prospectus has been be, registered under the United States Securities This Prospectus contains industry and market prepared in both Swedish and English language Act of 1933, as amended (the “U.S. Securities information attributable to Bonava’s operation versions. In the event of any conflict between the Act”) or the securities legislation of any state or and the market on which the Company operates. versions, the Swedish version shall prevail. The other jurisdiction in the United States and may Such information is based on the Company’s Swedish version of the Prospectus has been not be offered, sold or otherwise transferred, analysis of several different sources. approved by and registered with the Swedish directly or indirectly, in or into the United States Financial Supervisory Authority in accordance except under an available exemption from, or Industry publications or reports usually indicates with the provisions in Chapter 2, Sections 25 transaction not subject to, the registration that the information inside has been obtained and 26 of the Swedish Financial Instruments requirements under the U.S. Securities Act and from sources deemed to be reliable, but that the Trading Act (1991:980). The approval and regis- in compliance with the securities legislation in correctness and completeness of the informa- tration do not imply that the Swedish Financial the relevant state or any other jurisdiction of the tion cannot be guaranteed. The Company has Supervisory Authority guarantees that the United States. The shares in Bonava have neither not singly verified, and can therefore not factual information provided is correct or been approved nor rejected by the United States guarantee the correctness of, the industry and complete. Securities and Exchange Commission, any state market information in this Prospectus which is This Prospectus has been prepared in connec- securities authority or any other authority in the derived from these industry publications or tion with an application to have the shares in United States. Furthermore, the foregoing reports. Industry and market information is Bonava admitted to trading on Nasdaq Stock- authorities have not confirmed the accuracy or inherently forward-looking, subject to uncer- holm and does not contain any offer to subscribe determined the adequacy of this Prospectus. To tainty and does not necessarily reflect actual for, or in any other way acquire, shares or other assert the contrary is a criminal offence in the market conditions. Such information is based on financial instruments in the Company, whether United States. market surveys, which in turn are based on selection and subjective assessments, including in Sweden or in any other jurisdiction. This This Prospectus is available at Bonava’s office assessments on which type of products and Prospectus, marketing material or other material and website, www.bonava.com, as well as on transactions that should be included in the related to the Prospectus may not be distributed Handelsbanken’s website, www.handelsbanken. relevant market, both of those conducting the or published in any jurisdiction other than in se/investeringserbjudande. accordance with applicable laws and regula- assessments and of the respondents. Forward-looking information and risk factors tions. Recipients of this Prospectus are required Information derived from a third party have been The Prospectus contains certain forward-looking to inform themselves about, and comply with reproduced correctly and as far as the Company information that reflects Bonava’s present view these restrictions, and in particular, not publish knows and can ascertain, by comparisons with of future events as well as financial and opera- or distribute the Prospectus in conflict with other published information from the third party tional development. Words such as “intend”, applicable laws and regulations. Any failure to concerned, no information has been omitted in a “assess”, “expect”, “may”, “plan”, “believe”, comply with these restrictions may result in a way which would make the published informa- “estimate” and other expressions entailing violation of applicable securities regulations. tion incorrect or misleading. indications or predictions of future development Certain risks apply when investments in securi- or trends, not based on historical facts, consti- Presentation of financial information ties are made (see the section “Risk factors”). tute forward-looking information. Forward- Certain financial and other information that is When investors make an investment decision, looking information is inherently associated with presented in the Prospectus has been rounded they must rely on their own analysis of Bonava, both known and unknown risks and uncertain- off in order to make the information more including applicable facts and risks. Potential ties as it depends on future events and circum- accessible for the reader. Consequently, in investors should, before making an investment stances. Forward-looking information is not a certain columns the numbers do not exactly decision, engage their own professional advisers guarantee of future results or development and correspond to the stated total amount. Unless and carefully evaluate and consider their invest- actual outcomes may differ materially from the otherwise explicitly stated, no information in the ment decision. Investors may only rely on the statements set forth in the forward-looking Prospectus has been audited or reviewed by the information in this Prospectus and any possible information. Company’s auditors. supplements to this Prospectus. No person is authorised to provide any information or make Factors that may result in any difference in any statements other than those made in this Bonava’s future results and development from Prospectus. Should such information or state- those set forth in the forward-looking informa- Contents Summary 2 Capital structure and other financial information 70 Risk factors 12 Board of directors, senior executives and auditor 73 Background and reasons 18 Corporate governance 80 Comments from the CEO 19 Shares, share capital and ownership structure 83 Information regarding distribution 21 Articles of association 86 Market overview 23 Legal issues and supplementary information 88 Business description 33 Certain tax issues in Sweden 91 Presentation of financial information 54 Historical financial information 93 Selected financial information 55 Auditors’ reports on combined financial statements of 165 historical financial information Operational and financial review 63 Addresses 167 IMPORTANT DATES Certain DEFINITIONS Bonava’s capital markets day 31 May 2016 The “Company” or “Bonava” refers to, depending on the context, Bonava AB (publ), reg. no. 556928-0380, or the group in which Bonava AB (publ) Final day for trading in shares of series A and series B of 2 June 2016 is the parent company. NCC, including rights to distribution of shares of Bonava “Euroclear” refers to Euroclear Sweden AB. Shares of series A and series B of NCC are traded 3 June 2016 “Handelsbanken” refers to, depending on the context, Svenska Handels- exclusive rights to distribution of shares of Bonava banken AB
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