Regulatory press release

KlaraBo’s rights issue substantially oversubscribed according to preliminary outcome

The information contained in this press release is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such publication or distribution would be contrary to applicable laws or regulations. Please see “Important information” at the end of this press release.

On 28 November 2024, KlaraBo Sverige AB (publ) (“KlaraBo” or the “Company”) announced the board’s resolution to carry out a rights issue of up to 26,057,868 B shares with preferential rights for existing shareholders in KlaraBo (the “Rights Issue”). The subscription period in the Rights Issue ended on 23 December 2024. The preliminary outcome indicates that the Rights Issue is substantially oversubscribed. Through the Rights Issue, KlaraBo receives approximately SEK 391 million, before deduction of transaction costs. The final outcome of the Rights Issue is expected to be announced on 2 January 2025.

The preliminary outcome in the Rights Issue indicates that 24,310,563 B shares were subscribed for by the exercise of subscription rights, corresponding to 93.3 percent of the number of offered B shares. In addition, notifications to subscribe for new B shares without subscription rights have been received, corresponding to approximately 101.9 percent of the number of offered B shares. Thus, the subscription rate in the Rights Issue amounted to 195.2 percent and the guarantee undertakings provided by Investment Aktiebolaget Spiltan and Wealins S.A. in the Rights Issue will consequently not be used.

Through the Rights Issue, KlaraBo receives approximately SEK 391 million before deduction of transaction costs, which are estimated to approximately SEK 18 million. KlaraBo’s share capital will increase by SEK 1,302,893.40, from SEK 6,591,394.15 to SEK 7,894,287.55 and the total amount of shares will increase by 26,057,868 shares, from 131,827,883 shares to 157,885,751 shares (of which 16,300,000 are A shares and 141,585,751 are B shares).

Those who have subscribed for shares without subscription rights will be allotted shares in accordance with the principles set out in KlaraBo's prospectus regarding the Rights Issue. Notice of allotment of new B shares, subscribed for without subscription rights, will be distributed through a settlement note on or around 2 January 2025. Subscribed and allotted B shares shall be paid in cash in accordance with the instructions in the settlement note. Nominee-registered shareholders will receive notification of allotment in accordance with the respective nominee's procedures. Only those who receive allotment will be notified.

The final outcome of the Rights Issue is expected to be announced on 2 January 2025. The last day of trading with paid subscribed shares (Sw. BTA) is 9 January 2025. The new B shares are expected to start trading on Nasdaq Stockholm on 15 January 2025.
Advisors
ABG Sundal Collier AB (“ABG”) and Swedbank AB (publ) (“Swedbank”) are acting as Joint Global Coordinators in connection with the Rights Issue. Fredersen Advokatbyrå AB is acting as legal advisor to KlaraBo in connection with the Rights Issue.

About KlaraBo
KlaraBo is a real estate company that acquires, builds, owns and manages attractive residential properties. The company was founded in 2017 and operates throughout the country. The strategy is to acquire existing residential properties as well as land for new construction in regions with population growth and a strong labour market. Our newly constructed apartments are developed in-house and space efficient, which contribute to reasonable rents. Both apartments and buildings are designed in collaboration with the municipality to fit local needs. With sustainable building material, the new construction holds a high environmental standard. KlaraBo is a long-term property owner. KlaraBo is listed on Nasdaq Stockholm and is traded under the ticker KLARA B.

Important information

The information in this press release does not constitute an offer or invitation to acquire or subscribe for any subscription rights, paid subscription shares or shares (“Securities”) in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in KlaraBo will only be made through the prospectus that KlaraBo has published by press release and on its website after approval and registration with the Swedish Financial Supervisory Authority.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where participation in the Rights Issue would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.

Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities laws of the relevant state or other jurisdiction in the United States. There will be no public offering of Securities in the United States. The Securities referred to herein 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 Rights Issue or the accuracy or adequacy of this document.
The public offer of Securities is directed only to investors in Sweden. In all other EEA Member States (”EEA”), this press release is intended for and is directed only to qualified investors in the relevant Member State as defined in the Regulation (EU) 2017/1129 (together with associated delegated regulations and implementing regulations, the “Prospectus Regulation”, i.e. only to those investors who can receive the offer without an approved prospectus in such EEA Member State. In the United Kingdom, this press release is directed and communicated only to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (as incorporated into domestic law in the United Kingdom) who are (i) persons who fall within the definition of “professional investors” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Regulation”), or (ii) persons covered by Article 49(2)(a) - (d) in the Regulation, or (iii) persons to whom the information may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) above are collectively referred to as “Relevant Persons”). Securities in the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be processed in respect of Relevant Persons. Persons who are not Relevant Persons should not act based on or rely on the information contained in this press release. Neither KlaraBo, ABG or Swedbank have authorised, nor do they authorise, the making of any offer of the Securities through any financial intermediary, other than that ABG, Swedbank and other securities institutions with requisite licenses will provide brokerage services in connection with the purchase and sale of subscription rights and paid subscribed shares. Neither KlaraBo, ABG or Swedbank have authorised, nor do they authorise, the making of any offer of Securities in circumstances in which an obligation arises for KlaraBo or any other third party to publish or supplement a prospectus for such offer.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

Forward-looking statements
Matters discussed in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and other similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although KlaraBo believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, contingencies and other material factors that are difficult or impossible to predict and beyond its control. Such risks, uncertainties, contingencies and material factors could cause actual results to differ materially from those expressed or implied in this communication through the forward-looking statements. The information, perceptions and forwardlooking statements contained in press release speak only as at its date, and are subject to change without notice. KlaraBo undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or other circumstances, except for when it is required by law or other regulations. Accordingly, investors are cautioned not to place undue reliance on any of these forward-looking statements.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in KlaraBo have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in KlaraBo may decline and investors could lose all or part of their investment; the shares in KlaraBo’s offer no guaranteed income and no capital protection; and an investment in the shares in KlaraBo is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in KlaraBo. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in KlaraBo and determining appropriate distribution channels.