Castellum gains access to Norrporten and resolves on issue in kind and transfer of repurchased shares

This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus. For further information, please refer to “Important notice” in this press release. N.B. This press release has been published in Swedish and English. In the event of any discrepancy between these two versions, the Swedish version shall prevail.

Castellum AB (publ) (“Castellum” or the “Company”) announced on 13 April, 2016, that the Company has acquired Norrporten AB (publ) (“Norrporten”) and resolved on a rights issue and an issue in kind to finance part of the acquisition. The outcome of the rights issue was announced on June 14, 2016. Castellum has today gained access to 100 percent of the shares in Norrporten and has, following the preliminary purchase price set-off, paid SEK 10.4 billion in cash and issued and transferred 27,201,166 consideration shares, equivalent to SEK 3.1 billion based on the closing price of the Castellum’s shares on June 14, 2016.

With support of the issue resolution provided by the extraordinary general meeting of May 20, 2016, Castellum’s board of directors have approved an issue in kind to the Second and Sixth Swedish National Pension Funds of 19,194,458 consideration shares as well as, with the authority provided by the annual general meeting of March 17, 2016, resolved on the transfer of 100 percent of the previously repurchased shares, equivalent to 8,006,708 shares. Castellum’s repurchased shares were acquired in 2000 for a total purchase consideration of SEK 194 million. Following the transfer the Company has no repurchased shares.

Through the issue in kind, Castellum’s share capital, following the effects of the rights issue which outcome was announced on June 14, 2016, increases by SEK 9,597,229 from SEK 127,003,354 to SEK 136,600,583 and the total number of registered shares increases by 19,194,458 from 254,006,708 to 273,201,166 registered and outstanding shares when the issue in kind is registered by the Swedish Companies Registration Office.

“Together we create an even stronger real estate company with larger presence in important growth markets in Sweden and Copenhagen,” says Henrik Saxborn, Castellum CEO. “Norrporten and Castellum have many similarities; among them is the close collaboration with customers. We can use the best of each respective organization’s knowledge and experience and thereby create shareholder value.”

For additional information, please contact:
Henrik Saxborn, CEO, Tel +46-31-60 74 50
Ulrika Danielsson, CFO, Tel +46-31-60 74 74

www.castellum.se

Castellum AB (publ) publishes this information in compliance with the Swedish Securities Market Act and/or the Swedish Act on Trading in Financial Instruments. This information was announced on June 15, 2016, at 2.30 pm (CET).

Castellum is one of the major listed real estate companies in Sweden. The fair value of the real estate portfolio, including Norrporten’s real estate portfolio, amounts to approx. SEK 71 billion, as per pro forma March 31, 2016, and comprises premises for office, retail, warehouse and industrial purposes with a total lettable area of approx.
4.7 million sq.m.

After acquiring Norrporten, Castellum will own and manage properties through one common brand in five geographical regions with strong local presence. The five geographical regions are: West, Öresund, Stockholm, North and Central.

In 2015, Castellum sustainability performance was awarded two top distinctions: the World Green Building Council’s award Business Leadership in Sustainability and “Green Star 2015” by GRESB. This means that Castellum is one of the highest ranking companies in the world in the real estate sector.

The Castellum share is listed on Nasdaq Stockholm Large Cap.

Castellum AB (publ), Box 2269, SE-403 14 Gothenburg | Org nr/Corp Id no SE 556475-5550 | Phone +46 31 60 74 00 Fax +46 31 13 17 55

IMPORTANT INFORMATION

This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Castellum. Invitation to the persons concerned to subscribe for shares in Castellum has only been made through the prospectus that Castellum published at the company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) on May 25, 2016. Such offer to subscribe for shares has, however, now expired. This press release has not been approved by any regulatory authority and is not a prospectus.

In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.

This press release is not directed to persons located in Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. In the United States (including its territories and possessions, any state of the United States and the District of Columbia) any offering of subscription rights and paid subscribed shares made by the Company was only made to a limited number of existing shareholders who are reasonably believed to be qualified institutional buyers (as defined in Rule 144a under the US Securities Act of 1933, as amended (the “Securities Act”) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and who have executed and returned an investor letter to the Company. This press release may not be announced, published or distributed, directly or indirectly, in or into Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the Securities Act or laws applicable in other jurisdictions..

No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

This press release contains forward-looking statements which reflect Castellum’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts which imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.