ICA Gruppen issues SEK 3.0 billion in the form of preference shares in ICA Fastigheter Sverige
| Source:ICA Gruppen AB
ICA Gruppen issues a total of SEK 3.0 billion in the form of unlisted preference
shares in the subsidary ICA Fastigheter Sverige AB. The issue of preference
shares is a step in the financing of the acquisition of remaining shares in ICA
In conjunction with the acquisition of the remaining shares in ICA AB in
February 2013, a plan to refinance the short-term bridge financing with long
-term financing was presented. The issue of preference shares in the real estate
operations was one of the steps communicated in the plan. Through ICA Gruppen’s
SEK 3.0 billion issue of preference shares in ICA Fastigheter Sverige AB (“ICA
Fastigheter Sverige”), which will be used to repay part of the bridge financing,
ICA Gruppen’s equity will increase in parallel with a reduction in net debt.
As per 30 September 2013 ICA Gruppen’s net debt, excluding pensions, liabilities
related to sale & leaseback and ICA Banken, amounted to approximately SEK 13.9
billion. This corresponds to a net debt of 2.8 times EBITDA (calculated on pro
forma EBITDA rolling twelve months as per 30 September 2013). The group’s long
-term target is a net debt to EBITDA ratio of
Preference share terms and conditions
The preference share issue is subscribed in equal parts by AMF
Pensionsförsäkring AB and If Skadeförsäkring AB. The preference shares have
preference to dividend from ICA Fastigheter Sverige corresponding to an annual
dividend yield of 5.0 percent, which is paid out quarterly. The preference
shares are not entitled to any other dividends.
The terms and conditions for the preference share issue are regulated by the
articles of association of ICA Fastigheter Sverige, and principally state that
ICA Fastigheter Sverige, from and including the AGM 2018 until the AGM 2020, can
redeem the preference shares at an amount corresponding to 100 percent of the
subscription price in the preference share issue. If the preference shares are
redeemed before or after this period, the preference shares can be redeemed at
an amount corresponding to 110 percent of the subscription price. If redemption
has not occurred by the time of the AGM 2018, the preference to dividend will
increase to a level corresponding to an annual dividend yield of 6.0 percent.
The preference shares carry one tenth of a vote and are subject to post-sale
ICA Guppen’s subsidiary ICA Fastigheter AB (”ICA Fastigheter”) has furthermore,
in its capacity as main shareholder in ICA Fastigheter Sverige, entered into an
agreement with AMF Pensionsförsäkringar AB and If Skadeförsäkring AB. Through
this agreement ICA Fastigheter has, among other things, committed to comply with
certain restrictions regarding the leverage in ICA Fastigheter Sverige.
Furthermore, ICA Fastigheter has, in the case that preference shares are still
outstanding after the AGM 2020, among other things committed to work for a
listing and ownership distribution of the preference shares.
Following the preference share issue, ICA Fastigheter holds approximately 97
percent of the votes and approximately 77 percent of the shares in ICA
Fastigheter Sverige. Due to the issue of preference shares, financial reporting
for ICA Fastigheter Sverige will be published quarterly.
Handelsbanken Capital Markets and Nordea Markets act as financial advisors for
the transaction. Gernandt & Danielson Advokatbyrå acts as legal advisor in
connection with the transaction.
For further information, please contact
ICA Gruppen's press service, telephone: +46 702 53 66 60
Pernilla Grennfelt, IR ICA Gruppen, telephone: +46 8 561 50 111
ICA Gruppen AB discloses the information provided herein pursuant to the
Securities Market Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 08.00 CET on Friday, 6 December
ICA Gruppen AB (publ) is one of the Nordic region’s leading retail companies,
with around 2,400 of its own and retailer-owned stores in Sweden, Norway,
Estonia, Latvia and Lithuania. The Group includes the retail companies ICA
Sweden, ICA Norway and Rimi Baltic, ICA Real Estate, which owns and manages
properties and ICA Bank, which offers financial services to Swedish customers.
The Group also includes the wholly owned portfolio companies Forma Publishing
Group and inkClub and partly owned portfolio companies Cervera, Hemtex and Kjell
& Company. For more information see www.icagruppen.se
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