Offer document regarding ICA Gruppen AB’s cash offer to theshareholders of Hemtex AB (publ) made public


THIS PRESS RELEASE MAY NOT BE, DIRECTLY OR INDIRECTLY, DISTRIBUTED OR PUBLISHED
TO OR WITHIN THE USA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEELAND OR SOUTH
AFRICA. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED
FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER COUNTRIES WHERE TENDER
OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN
ADDITION TO SWEDISH LAW.
The Offer
On 25 August 2015, ICA Gruppen AB (”ICA Gruppen”) announced a cash offer to the
shareholders of Hemtex AB (publ) (”Hemtex”) to acquire all outstanding shares in
Hemtex (the “Offer”). The Hemtex shares are listed on Nasdaq Stockholm, Small
Cap.

The offer document
The offer document has today been approved and registered by the Swedish
Financial Supervisory Authority. The offer document is now public and available
on ICA Gruppen’s webpage (www.icagruppen.se), Handelsbanken Capital Markets’
webpage (www.handelsbanken.se/investeringserbjudande) and the Swedish Financial
Supervisory Authority’s webpage (www.fi.se). The offer document, preprinted
acceptance form and selfaddressed envelope will be distributed to all directly
registered shareholders whose shares are registered by Euroclear Sweden AB (the
Swedish Central Securities Depository) as of 2 September 2015. A printed version
of the offer document and acceptance form can be ordered from ICA Gruppen free
of charge.

Timetable for the Offer
The acceptance period for the Offer will commence 3 September 2015 and end 1
October 2015. Settlement is expected to take place as soon as possible after ICA
Gruppen announces that the conditions of the Offer have been fulfilled or if ICA
Gruppen, in any case, decides to complete the Offer. Provided that such
announcement is made 5 October 2015 at the latest, settlement is expected to
start 6 October 2015. ICA Gruppen reserves the right to extend the acceptance
period, as well as to postpone settlement of the Offer. ICA Gruppen will
announce any such extension of the acceptance period, and/or postponement of the
settlement by a press release in accordance with applicable laws
and regulations.

For more information
ICA Gruppen press service, Telephone number: +46 10 422 52 52
Frans Benson, Investor Relations ICA Gruppen: +46 8 561 500 20

ICA Gruppen
Svetsarvägen 16
171 93 Solna
Sweden
Telephone number: 010 422 52 52
www.icagruppen.se

ICA Gruppen 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 1:30 p.m. (CET) on 2 September 2015.

IMPORTANT INFORMATION
This press release has been published in Swedish and English. In the event of
any discrepancy between the two language versions, the Swedish version shall
prevail.

The Offer is not being made to persons whose participation in the Offer requires
that an additional offer document is prepared or registration effected or that
any other measures are taken in addition
to those required under Swedish laws and regulations.

This press release and any related Offer documentation are not being distributed
and must not be mailed or otherwise distributed or sent in or into any country
in which the distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in such country –
any such action will not be permitted or sanctioned by ICA Gruppen. Any
purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into,
or by use of mail or any other means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, Australia,
Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This
includes, but is not limited to facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic transmission. The
Offer cannot be accepted and shares may not be tendered in the Offer by any such
use, means, instrumentality or facility of, or from within Australia, Hong Kong,
Japan, Canada, New Zealand, South Africa or the United States or by persons
located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South
Africa or the United States. Accordingly, this press release and any related
Offer documentation are not being and should not be mailed or otherwise
transmitted, distributed, forwarded or sent in or into Australia, Hong Kong,
Japan, Canada, New Zealand, South Africa or the United States or to any
Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S.
persons or any persons located or resident in Australia, Hong Kong,
Japan, Canada, New Zealand, South Africa or the United States.

Any purported tender of shares in an Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported tender of
shares made by a person located in Australia, Hong Kong, Japan, Canada, New
Zealand, South Africa or the United States or any agent fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within Australia, Hong Kong, Japan, Canada, New
Zealand, South Africa or the United States will be invalid and will not be
accepted. Each holder of shares participating in the Offer will represent that
it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South
African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada,
New Zealand, South Africa or the United States and is not participating in such
Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the
United States or that it is acting on a non-discretionary basis for a principal
that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South
African or U.S. person, that is located outside Australia, Hong Kong,
Japan, Canada, New Zealand, South Africa or the United States and that is not
giving an order to participate in such offer from Australia, Hong Kong, Japan,
Canada, New Zealand, South Africa or the United States. ICA Gruppen will not
deliver any consideration from the Offer into Australia, Hong Kong, Japan,
Canada, New Zealand, South Africa or the United States.

For purposes of this section “United States” and “U.S.” means the United States
of America, its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.

Forward-looking information
Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
as well as benefits of the Offer, are forward-looking statements. These
statements may generally, but not always, be identified by the use of words such
as “anticipates”, “expects”, “believes”, or similar expressions. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There can be no assurance that actual results will not differ materially from
those expressed or implied by these forward-looking statements due to
many factors, many of which are outside the control of ICA Gruppen. Any such
forward-looking statements speak only as of the date on which they were made and
ICA Gruppen has no obligation (and undertakes no such obligation) to update or
revise any of them, whether as a result of new information, future events or
otherwise, except for in accordance with applicable laws and regulations.
ICA Gruppen AB (publ) is a leading retail company with a focus on food and
health. The Group includes ICA Sweden and Rimi Baltic which mainly conduct
grocery retail, ICA Real Estate which owns and manages properties, ICA Bank
which offers financial services and Apotek Hjärtat which conducts pharmacy
operations. The Group also includes the wholly owned portfolio company inkClub
and the partly owned portfolio company Hemtex. For more information see
icagruppen.se

Attachments

09022972.pdf