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Prospectus Rights Issue Kungsleden 2017

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Prospectus Rights Issue Kungsleden 2017 INVITATION TO SUBSCRIBE FOR SHARES IN KUNGSLEDEN AKTIEBOLAG PLEASE NOTE THAT THE SUBSCRIPTION RIGHTS ARE EXPECTED TO HAVE AN ECONOMIC VALUE. In order not to lose the value of the subscription rights, holders must either: ■ Exercise the subscription rights received and subscribe for new shares no later than 24 March 2017, or ■ Sell the subscription rights received, but not exercised, no later than 22 March 2017. Please note that shareholders with nominee-registered shareholdings subscribe for new shares through their nominee. THE DISTRIBUTION OF THIS PROSPECTUS AND THE SUBSCRIPTION FOR NEW SHARES ARE SUB- JECT TO RESTRICTIONS IN CERTAIN JURISDICTIONS (SEE SELLING AND TRANSFER RESTRICTIONS). Joint Global Coordinators and Joint Bookrunners IMPORTANT INFORMATION For definitions of certain terms used in this prospectus, see Certain Definitions on the next page. This prospectus has been approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”) in accordance with Chapter 2, sections 25 and 26 of the Swedish Financial Instruments Trading Act (SFS 1991:980) (Sw. lagen (1991:980) om handel med finansiella instrument). Approval and registration does not imply that the SFSA guarantees that the information in the prospectus is accurate or complete. The prospectus and the offering hereunder are governed by Swedish law. Disputes arising in connection with this prospectus, the offering and related legal matters shall be settled exclusively by Swedish courts. The prospectus has been prepared in both Swedish and English language versions. In the event of any conflict between the versions, the Swedish ver- sion shall prevail. Kungsleden has not taken, and will not take any actions to allow a public offering in any jurisdiction other than Sweden. The offering is not being made to persons resident in Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Consequently, the prospectus may not be distributed in or into the mentioned countries or any other country or jurisdiction in which distribution or the offering in accordance with this prospectus require such measures or otherwise would be in conflict with applicable regulations. Subscription of shares and other acquisitions of securities in violation of the restrictions described above may be void. Recipients of this prospectus are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations. For further information, see the section entitled Selling and transfer restrictions. Certain risks apply when investments in shares are made (see the section entitled Risk factors). When an investor makes an investment decision, he or she must rely on his or her own analysis of Kungsleden and the offering in accordance with this prospectus, including applicable facts and risks. Potential investors should, before making an investment decision, engage their own professional advisers and carefully evaluate and consider their investment deci- sion. Investors may only rely on the information in this prospectus and any possible supplements to this prospectus. No person is authorised to provide any information or make any statements other than those made in this prospectus. Should such information or statement nevertheless be provided or be made it should not be considered to have been approved by Kungsleden, and Kungsleden is not responsible for such information or statements. Neither the publication of this prospectus nor any transaction made in respect of it shall be deemed to imply that the information in this prospectus is accurate or applicable at any time other than on the date of the publication of this prospectus or that there have been no changes in Kungsleden’s business since this date. If significant changes relating to the information contained in this prospectus occur, such changes will be announced in accordance with the provi- sions on prospectus supplements under the Swedish Financial Instruments Trading Act. As a condition for subscription of shares under the offering in this prospectus, each person applying for subscription of shares shall be deemed to have made or, in some cases, be required to make, certain representations and warranties that will be relied upon by Kungsleden and its advisers (see the section entitled Selling and transfer restrictions). Kungsleden reserves the right to declare null and void any subscription of shares that Kungsleden and its advisers believe may give rise to a breach or violation of any law, rule or regulation in any jurisdiction. Notice to investors in the United States No subscription rights, paid subscribed shares or shares in Kungsleden (“Securities”) have been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, in or into the United States except under an available exemption from, or transaction not subject to, the registration requirements under the Securities Act and in compliance with the secu- rities legislation in the relevant state or any other jurisdiction of the United States. The Securities are being offered outside the United States in reliance on Regulation S under the Securities Act. A public offering will not be made in the United States. Any offering of the shares made in the United States will be made in accordance with an exception from, or in a transaction that is not subject to, the registration requirements under the Securities Act, to a limited number of existing shareholders that (i) are qualified institutional buyers as defined in Rule 144A under the Securities Act and (ii) have signed and submitted an investor letter to Kungsleden. For a description of these and certain further restrictions regarding the Securities and the distribution of this prospectus, see the section entitled Selling and transfer restrictions. Up until 40 days after the initiating of the rights issue, an offer or a transfer of Securities within the United States made by a securities broker (regard- less of whether such securities broker participates in the rights issue or not) may imply a breach of the registration requirements in the Securities Act. The Securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (SEC), any state regulatory authority in the United States or any other U.S. regulatory authority nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense in the United States. Information to investors in the EEA No public offering of shares in Kungsleden is made to any countries within the European Economic Area (“EEA”) other than Sweden. In other member states of the EEA which have implemented the European Parliament and Council Directive 2003/71/EC (the “Prospectus Directive”), such offering may be made only under an exemption in the Prospectus Directive as well as every relevant implementation measure (including measures to implement European Parliament and Council Directive 2010/73/EU). See also the section entitled Selling and transfer restrictions. Forward-looking information The prospectus contains certain forward-looking information that reflects Kungsleden’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently asso- ciated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information. Factors that may cause Kungsleden’s future results and development to differ from the forward-looking information include, among others, those described in Risk factors. The forward-looking information contained in this prospectus applies only as at the date of this prospectus. Kungsleden does not undertake any obligation to publicly announce any update or change in the forward-looking information as a result of new information, future events or similar circumstances other than as required by applicable laws and regulations. Presentation of financial information Certain financial and other information presented in the prospectus has been rounded off in order to make the information more accessible for the reader. Consequently, in certain columns the numbers do not exactly correspond to the stated total amount. The rights issue in brief CONTENTS PREFERENTIAL RIGHTS Every existing share in Kungsleden entitles the holder to one (1) subscription right. Five (5) subscription rights entitle the Summary 4 holder to subscribe for one (1) new share. To the extent new shares are not subscribed for by exercise of subscription rights, Risk factors 14 they shall be offered to shareholders
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