The information provided herein is such that AB Industrivärden (publ) is obligated to disclose pursuant to the Securities Markets Act (SFS 2007:528). Submitted for publication at 08:00 a.m. on May 8, 2014.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION.
THE BONDS (AND UNDERLYING SHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. INDUSTRIVÄRDEN DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
AB Industrivärden (“Industrivärden” or the “Company”) announces today the launch of an offering of senior, unsecured bonds (the “Bonds”) due 2019 (the “Offering”) exchangeable into existing ordinary shares (the “Shares”) of ICA Gruppen AB (“ICA”). The Offering size will be an initial principal amount of SEK 4.0 billion, with an option for the Company to increase such amount at or prior to pricing by up to an additional SEK 400 million principal amount of Bonds.
The Offering allows Industrivärden to take advantage of attractive financing conditions currently offered by the equity-linked market. The proceeds will be used for re-financing of Industrivärden’s debt portfolio and to strengthen its liquidity profile. Industrivärden would like to highlight that, in case of exchange by the bondholders, it has the option to deliver an equivalent amount in cash rather than the Shares themselves, and therefore retains full flexibility with respect to its ownership in ICA.
The Bonds will carry a 5 year maturity and are expected to bear interest at a rate of between 0.00% – 0.75% per annum payable semi-annually in arrear. The Bonds will be exchangeable into the Shares at an expected premium of 30.0% – 35.0% above ICA’s reference share price, which is the volume weighted average price of the Shares on NASDAQ OMX Stockholm between launch and pricing.
The Bonds will be issued at 100% of the principal amount in cash and, unless previously exchanged, redeemed or purchased and cancelled, will be redeemed at par on or around 15 May 2019. The Company will have the option to redeem all but not some of the Bonds in certain circumstances, including from approximately four years after the issue date at their principal amount, together with accrued interest, if the aggregate value of the Shares deliverable upon exchange of the Bonds exceeds 130% of the principal amount of the Bonds over a specified period. Bondholders will have the right to require redemption of the Bonds in certain circumstances, including on or around 15 May 2018, at their principal amount, plus accrued interest.
Bondholders may elect to exchange their Bonds for Shares subject to the Company’s right to elect to deliver an equivalent amount in cash for all or part of the Shares (in accordance with the Terms and Conditions of the Bonds). The number of Shares initially underlying the Bonds are expected to represent up to approximately 8% of ICA’s total share capital.
The final terms of the Bonds will be announced in a separate press release at the end of the bookbuilding period, which is expected to take place later today and settlement is expected to occur on or around 15 May 2014.
The Bonds will be rated A- by Standard & Poor’s (Industrivärden is currently rated A- by Standard & Poor’s).
Application will be made to admit the Bonds to trading on an internationally recognised, regularly operating, regulated or non-regulated, stock exchange as determined by the Company within 90 days following settlement of the Bonds. The Bonds will be offered only to institutional investors outside the US, Canada, Australia, Japan and any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.
Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc (the “Banks”) are acting as Joint Bookrunners in respect of the Offering.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and authorised and subject to limited regulation by the Financial Conduct Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FCA are available on request.
Morgan Stanley & Co. International plc is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority.
The Banks are only acting for Industrivärden and no one else in connection with the Offering and will not be responsible to anyone other than Industrivärden for providing the protections afforded to clients of the Banks nor for providing advice in connection with the Offering.
Stockholm, Sweden, May 8, 2014
AB INDUSTRIVÄRDEN (publ)
For further information, please contact:
Anders Gustafsson, IRO
Sverker Sivall, Head of Corporate Communication
Martin Hamner, CFO
Telephone, +46-8-666 64 00
This is not an offer to sell, nor a solicitation of an offer to buy any securities and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract. Any investment decision to buy Bonds must be made solely on the basis of publicly available information regarding Industrivärden and ICA. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Deutsche Bank AG, London Branch or Morgan Stanley & Co. International plc or by any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this document, any offering document, publicly available information relating to Industrivärden, ICA or the Shares or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Industrivärden or by any of its directors, officers, employees, agents or affiliates as to or in relation to the accuracy or completeness of any publicly available information relating to ICA or the Shares (except for any such information published by Industrivärden) and any liability therefore is hereby expressly disclaimed.
The offering of the Bonds will be subject to the condition that any offering of the Bonds completes and that the Bonds are issued. In particular, it should be noted that any such offering and formal documentation relating thereto will be subject to conditions and termination events, including those which are customary for such offerings. Any such offering will not complete unless such conditions are fulfilled and any such termination events have not taken place or the failure to fulfil such a condition or the occurrence of a termination event has been waived, if applicable. The Banks reserve the right to exercise or refrain from exercising their rights in relation to the fulfilment or otherwise of any such condition or the occurrence of any termination event in such manner as they may determine in their absolute discretion.
Neither the content of Industrivärden's website nor ICA’s website nor any website accessible by hyperlinks on Industrivärden's website or ICA’s website is incorporated in, or forms part of, this announcement.
In connection with the offering of the Bonds, the Banks and any of their respective affiliates acting as an investor for their own account may take up Bonds or the Shares and in that capacity may retain, purchase or sell for its own account such securities and any securities of the Company or ICA or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the Bonds. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
This document is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the US Securities Act of 1933, as amended (the "US Securities Act")). This document is not an offer to sell securities, or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this document have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States absent registration or ex-emption from registration under the US Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction.
In the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on (i) in the United Kingdom, by per-sons who are not relevant persons, and (ii) in any member state of the European Economic Area (“EEA”) other than the United Kingdom, by persons who are not Qualified Investors (as defined below).
In member states of the EEA this announcement and any offer if made subsequently is directed only at persons who are “Qualified Investors” within the meaning of Article 2(1)(e) of the Directive 2003/71/EC, as amended (the “Prospectus Directive”) (“Qualified Investors”) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state. Any person in the EEA other than the United Kingdom who acquires the Bonds in any offer (an “Investor”) or to whom any offer of Bonds is made will be deemed to have represented and agreed that it is a Qualified Investor (as defined above). Any investor will also be deemed to have rep-resented and agreed that (i) any Bonds acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors, or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis and (ii) the Bonds have not been acquired with a view to their offer or resale in the EEA to per-sons where this would result in a requirement for publication by the Company or the Banks of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company, the Banks and any of their respective affiliates, and others, will rely upon the truth and accuracy of the foregoing representations and agreements.