Closing of the Transaction and the Share Purchase Agreement. The Share Purchase Agreement was signed in March 2016 and closing of the Transaction was at 29 April 2016. The Share Purchase Agreement was negotiated between representatives of the Company, on behalf of the Subsidiary, and representatives of the Vendor. The main elements in the Share Purchase Agreement were structured as follows: The acquisition was carried out by means of a transfer of 100 % of the shares in the Target The estimated purchase price for the shares in the Target was paid on the closing date in cash The purchase price is subject to auditing and adjustment 45 business days after the closing date of the Transaction The purchase price was based on an agreed Gross Real Estate Value of SEK 740,000,000 The Gross Real Estate Value was reduced due to deferred tax by an estimated amount of approximately SEK 28,039,000 The Company paid, through the Subsidiary, for 15 % of the losses in the Target, estimated to SEK 15,000,000, equalling SEK 2,250,000, which increased the purchase price (Tax Loss Carry Forward) As security for the Vendor's obligations under the Share Purchase Agreement, the Vendor will hold SEK 10 million of the purchase price on escrow until 1 May 2017 The Share Purchase Agreement for the acquisition of the Target was entered into with the Vendor as seller and the Subsidiary as buyer. The purchase price, which was paid on the closing date was a preliminary amount based on a pro forma balance sheet. The final purchase price will be calculated based on the closing accounts to be prepared by the Vendor and reviewed by the Target's auditor and the Company 45 business days after the closing date. The Share Purchase Agreement contains warranties regarding the Target, the Property, the Lease Agreements and tax, collectively deemed by the Group and its legal advisors to be in line with Swedish market practice with customary limitations regarding the Vendor’s liability for breach of warranties and in respect of thresholds and time limits for making claims. The maximum liability of the Vendor will also apply to the tax warranties.
