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Information to minority shareholder

Castellum AB has commenced compulsory redemption of all remaining shares in Kungsleden and Kungsleden's shares have been delisted from Nasdaq Stockholm as of December 3, 2021. The Swedish Companies Registration Office has appointed lawyer Stefan Sandén to monitor the rights of absent minority shareholders in connection with redemption of the shares. Minority shareholders in Kungsleden who do not wish to participate in the process will be represented by lawyer Stefan Sandén, and do not need to take any action to obtain payment for their shares. An arbitration tribunal has been appointed.

Requests for documents or information

Requests for documents or information regarding the compulsory redemption proceedings should be made to the lawyer Stefan Sandén who represents the minority shareholders, +46 70 671 13 31, e-mail stefan.sanden@soasanden.se. For other questions, please contact the General Counsel, Malin Löveborg, e-mail malin.loveborg@castellum.se.

Payment of Consideration

Payment of cash and share consideration for the acceptance period that ended on 9 November 2021 has been initiated for all directly registered shareholders. In some cases, the cash consideration has not yet been paid due to that the yield account that is connected to the shareholder’s securities account is inaccurate or has been closed. These shareholders will instead receive a payment slip, in accordance with Nordea’s routines. Shareholders in Kungsleden whose shares are registered in the name of a nominee is referred to their nominee for further information regarding payment of the consideration.

Conference room with a screen.

Where do I turn if I have more questions?

For questions about the offer, email josefine.wikman@castellum.se or dial +46 73 942 09 16, or contact your bank or securities institution where you have your shares.

Important dates

Extraordinary general meeting in Castellum:
27 August 2021

Offer document published:
29 September 2021

Last day to accept the offer:
18 November

Payment of consideration*:
24 November 2021

Payment of consideration for those who accepted the offer before 15:00 CET on 9 November 2021*:
15 November 2021

*Dates are preliminary and may be changed.

Summary of the offer

As per 30 July 2021, the offer values each Kungsleden share at SEK 124.90 and the offer's total value is approximately SEK 26,860 million. The offer consideration consists of a combination of shares in Castellum and cash. Castellum offers each shareholder in Kungsleden the following (the "Base Case Consideration"): In respect of 70 percent of the number of Kungsleden shares tendered by such shareholder: 0.525 shares in Castellum per Kungsleden share, and in respect of the remaining 30 percent of the number of Kungsleden shares tendered by such shareholder; SEK 121.00 in cash per Kungsleden share.

The offer represents a premium of:

  • 18.0 percent compared to Kungsleden's EPRA NRV per share of SEK 105.88 as of 30 June 2021.
  • 21.2 percent compared to Kungsleden's EPRA NTA per share of SEK 103.02 as of 30 June 2021.
  • 7.5 percent compared to the closing price of Kungsleden's share on Nasdaq Stockholm on 30 July 2021 (the last trading day prior to the announcement of the offer).
  • 12.5 percent compared to the volume-weighted average share price of Kungsleden's share on Nasdaq Stockholm during the last 30 trading days up to and including 30 July 2021 (the last trading day prior to the announcement of the offer).
  • 19.8 percent compared to the volume-weighted average share price of Kungsleden's share on Nasdaq Stockholm during the last 90 trading days up to and including 30 July 2021 (the last trading day prior to the announcement of the offer).
  • The board of directors of Kungsleden unanimously recommends the shareholders of Kungsleden to accept the offer. The recommendation is supported by a fairness opinion provided by Handelsbanken Capital Markets.
  • Gösta Welandson (through companies), Ilija Batljan (through a company) and Olle Florén (directly and through companies), which together are representing approximately 26.0 percent of the outstanding share capital and votes in Kungsleden have irrevocably undertaken to accept the offer.
  • Rutger Arnhult, representing approximately 21.4 percent of the outstanding share capital and votes in Castellum, has undertaken to, at the extraordinary general meeting to be held in Castellum, vote in favour of authorising the board of directors to issue shares in Castellum as consideration for the offer.
  • Corem Property Group AB ("Corem"), representing approximately 3.3 percent of the outstanding shares and votes in Castellum, has expressed its support for and is positive to the offer. Corem has therefore expressed its intention to, at the extraordinary general meeting of Castellum, vote in favour of the proposal to authorise the board of directors to issue shares in Castellum to be used as consideration in the offer.

Frequently asked questions

More comprehensive information and conditions can be found in the publication of the offer and in the offer document published on 29 September 2021.

Why has Castellum announced an offer to acquire the shares in Kungsleden?

Castellum believes that the management and employees of Kungsleden have built a highly successful company with an attractive commercial property portfolio in Sweden. The combination of Castellum and Kungsleden will create significant value for all stakeholders, where the company's size, strong balance sheet and maintained financial strength will result in an enhanced competitive position.

For more information, please refer to Background and reasons and Rationale for the proposed combination in the offer document.

Is the offer recommended by the board of directors of Kungsleden?

The board of directors of Kungsleden has assessed the offer and unanimously recommends the shareholders of Kungsleden to accept the offer. Further, the board of directors of Kungsleden has obtained a fairness opinion from Handelsbanken Capital Markets, according to which the offer is fair for Kungsleden's shareholders from a financial perspective, based on the conditions set out in the statement.

Can I still accept the offer?

The prolonged acceptance period ended on November 18, 2021. It is no longer possible to accept the offer.

What will happen if I don’t do anything?

Castellum now holds more than 90 per cent of the shares in Kungsleden and Castellum has initiated compulsory redemption under the Swedish Companies Act to acquire all remaining shares in Kungsleden. In addition, Kungsleden will, on the request of Castellum, apply for delisting of Kungsleden's shares from Nasdaq Stockholm. The last day for trading in Kungsleden’s shares on Nasdaq Stockholm will be announced by Kungsleden, after it has been determined by Nasdaq Stockholm.

If I have accepted the offer, when will I receive the payment of consideration?

Estimated day for payment of consideration is expected to begin on 24 November 2021.

For those who accepted the offer before 15:00 CET on 9 November, the payment of consideration is expected to begin on 15 November 2021.

How big is the bid premium?

The base case consideration referring to a 70 percent share consideration and 30 percent cash consideration represents a premium (based on the offer's value of approximately SEK 124.9 per share in Kungsleden, on the day of the announcement of the offer) of:

  • 0 percent compared to Kungsleden's EPRA NRV per share of SEK 105.88 as of 30 June 2021.
  • 2 percent compared to Kungsleden's EPRA NTA per share of SEK 103.02 as of 30 June 2021.
  • 5 percent compared to the closing price of Kungsleden's shares on Nasdaq Stockholm on 30 July 2021 (the last trading day before the announcement of the offer).
  • 5 percent compared to the volume-weighted average share price of Kungsleden's shares on Nasdaq Stockholm during the last 30 trading days up to and including 30 July 2021 (the last trading day before the announcement of the offer).
  • 8 percent compared to the volume-weighted average share price of Kungsleden's shares on Nasdaq Stockholm during the last 90 trading days up to and including 30 July 2021 (the last trading day before the announcement of the offer).

Where do I find offer document and application form?

The offer document and registration form were published on 29 September 2021 and is available on this site in the section Related documents. The offer document is also available on Nordea's and the Swedish Financial Supervisory Financial Authorithy's (Sw. Finansinspektionen) respective websites.

Can I withdraw my acceptance of the offer if I change my mind?

Since the offer is now closed, shareholders who have accepted the offer have no right to withdraw their acceptances.

What if my number of shares in Kungsleden is not divisible?

No fractions of Castellum shares will be delivered to shareholders in Kungsleden accepting the offer. If a shareholder in Kungsleden tenders a number of Kungsleden shares in the offer and the share consideration to be delivered for these shares does not amount to an even number of full new Castellum shares, consideration for excess fractions of shares will be paid in cash.

Where do I turn if I have more questions?

For questions about the offer, email josefine.wikman@castellum.se or dial +46 73 942 09 16, or contact your bank or securities institution where you have your shares.

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