Offer to acquire shares in Hemfosa Fastigheter AB (publ) Fastigheter in Hemfosa shares acquire to Offer Offer to acquire shares in Hemfosa Fastigheter AB (publ) Joint Global Coordinators and Joint Bookrunners IMPORTANT INFORMATION The Offer contained in this Prospectus is not directed to the pub- endar days thereafter. There is no guarantee that stabilisation lic in any country other than Sweden. Nor is the Offer directed to measures will be implemented and such measures may be any other individuals whose participation would require addi- terminated at any time. tional prospectuses, registration or actions other than those that follow from Swedish law. Neither the Prospectus nor other docu- Information to investors in the United States and other ments associated with the Offer may be distributed in any coun- jurisdictions outside of Sweden try or jurisdiction where distribution or the Offer would require All investors receiving the Prospectus as part of the private place- the type of actions described above or be in violation of the regu- ment to QIBs in the United States and the private placements to lations of such country or jurisdiction. Application for the acquisi- institutional investors in the rest of the world in compliance with tion of shares in violation of the restrictions described above may Regulation S are advised to carefully review the information be deemed invalid. included in the section “Information to investors in the United The Offer consists of: (i) an initial public offer to retail and States and other jurisdictions outside of Sweden” on the pages institutional investors in Sweden; (ii) a private placement in the 169–174. United States to persons who are “qualified institutional buyers” As a condition to purchasing shares as part of the private or “QIBs” (as defined in Rule 144A (“Rule 144A”) under the U.S. placement to QIBs in the United States and the private place- Securities Act of 1933, as amended (the “U.S. Securities Act”) in ments to institutional investors in the rest of the world in compli- reliance on Rule 144A; and (iii) private placements to institutional ance with Regulation S, each purchaser will be deemed to have investors in the rest of the world in compliance with Regulation S made certain representations and warranties that will be relied (“Regulation S”) under the U.S. Securities Act. upon by the Company, the Managers and others. The Company The shares included in the Offer have not been and will not be reserves the right, in its sole and absolute discretion, to reject any registered in accordance with the U.S. Securities Act, Canadian purchases of shares that the Company or its representatives provincial law or any other applicable legislation in other coun- believe may give rise to a breach or violation of any law, rule or tries, such as Australia, Hong Kong, Japan or South Africa, and regulation. For further information, refer to the section “Informa- may not be offered or sold, directly or indirectly, in the United tion to investors in the United States and other jurisdictions out- States, Canada or other countries, such as Australia, Hong Kong, side of Sweden” under the heading ”Selling and transfer restric- Japan or South Africa, other than in exceptional cases that do not tions.” require registration in accordance with the U.S. Securities Act, Canadian provincial law or any other applicable legislation in any Forward-looking statements country other than Sweden and as expressly set out in the Pro- The Prospectus may contain forward-looking statements. Such spectus. statements do not constitute any guarantee of future conditions This Prospectus has been prepared in accordance with the and are subject to inevitable risks and uncertainties. Forward- standards and requirements of the Swedish Financial Instruments looking statements can be identified by the fact that they do not Trading Act of 1991 (1991:980), Directive 2003/71/EC of the Euro- relate exclusively to historical or current facts. Forward-looking pean Parliament and the Council (along with the necessary meas- statements sometimes use words such as “may”, “will”, “antici- ures for implementation, including Directive 2010/73/EU, referred pate”, “believe”, “estimate”, “plan”, “prepare”, “expect”, “intend”, to in each member state as the “Prospectus Directive”) and Regu- “forecast”, “try” or “could”, or negations of such words, other lation (EC) No. 809/2004 of the European Commission (including variations thereof or other words with similar meaning. Forward- Regulations (EU) No. 486/2012, 862/2012 and 759/2013). The looking statements may include statements regarding Hemfosa’s Prospectus has been approved and registered by the Swedish future business operations. Such forward-looking statements Financial Supervisory Authority pursuant to the provisions of reflect the current expectations of Hemfosa, based on the infor- Chapter 2, Sections 25 and 26 of the Swedish Financial Instru- mation available to the Company and a number of assumptions ments Trading Act. Registration does not infer that the Swedish subject to risks and uncertainties that may be beyond Hemfosa’s Financial Supervisory Authority guarantees that the factual control. Actual results may differ significantly from what is information in the Prospectus is accurate or complete. expressed or implied in such forward-looking statements. All for- This document is an English translation of the Swedish origi- ward-looking statements are based solely on the conditions pre- nal Prospectus. The English version contains certain disclaimers vailing at the time they are made, and the Company and its board and restrictions regarding the sale of the shares outside Sweden. of directors do not have an obligation (and expressly decline such In case of any inconsistency between the Swedish original version an obligation) to update or change such forward-looking state- and the English translation, in addition to the aforementioned ments as a result of new information, new conditions or any other disclaimers and restrictions, of the Prospectus, the Swedish ver- changes. sion shall prevail. The Prospectus and the Offer contained in the Prospectus are subject to Swedish law. Disputes arising in con- Industry and market information nection with the Prospectus, the Offer and/or any subsequent The Prospectus contains third-party information in the form of a legal relationships are to be settled exclusively by Swedish courts valuation certificate, as well as industry and market information. according to Swedish law. Certain figures presented in the Certain information and statements in the Prospectus pertaining Prospectus have been rounded off, which means that the totals in to the industry in which the Company’s operations are conducted some tables and calculations may not necessarily tally exactly. and Hemfosa’s position in relation to its competitors are not The financial information in the Prospectus has been audited based on published statistics or information from independent and/or reviewed by the Company’s auditor within the scope third parties, but rather reflect Hemfosa’s best estimates based described in the chapters “Auditor’s report on pro forma financial on information obtained from industry or business organisations information”, “Auditor’s report on current earnings capacity” and and other contacts. However, Hemfosa has not performed any “Auditor’s report on historical financial information”. Other Group independent verifications of market information obtained financial information in the Prospectus not included in the infor- through third parties, the industry or general publications. mation audited and/or reviewed by the Company’s auditor in Although Hemfosa considers these internal analy ses to be relia- accordance with the chapters “Auditor’s report on pro forma ble, they have not been verified by an independent source and financial information”, “Auditor’s report on current earnings Hemfosa cannot guarantee their accuracy. Throughout the Pro- capacity” and “Auditor’s report on historical financial information” spectus, Hemfosa makes certain statements regarding its market has been obtained from the Group’s internal accounting and position. The Company deems these statements to be true and reporting system and has not been audited and/or reviewed by based on market information and industry statistics concerning the Company’s auditor, unless otherwise explicitly stated. the market position of the Company and certain competitors. No In connection with the Offer, the Managers may conduct responsibility is taken by Hemfosa, the Selling Shareholders or the transactions that cause the price of the shares to stabilise or Managers for the accuracy of any such market or industry maintain a higher level than would otherwise prevail in the mar- information in the Prospectus. Hemfosa confirms that the infor- ket. Such stabilisation measures will not be conducted at a price mation obtained from third parties has been presented correctly. that exceeds the price specified in the Offer. Such stabilisation To the best of Hemfosa’s knowledge and as far as Hemfosa has measures are intended to support the market price of the shares been able to ensure through information published by such third and may be implemented from the first day on which the Compa- parties, no facts have been omitted that would indicate that the ny’s shares are traded on NASDAQ OMX Stockholm until 30 cal- information presented is incorrect or misleading. CONTENTS Summary 2 Commentary on financial development