NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES,
AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW
ZEALAND OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS
RELEASE WOULD BE UNLAWFUL.
In view of the acquisition of the remaining shares in ICA and the short-term
bridge financing, the Board of Directors of Hakon Invest has resolved to effect
a new share issue with preferential rights for existing shareholders on the
basis of the authorization given by the Extraordinary General Meeting on March
13, 2013, and has established the terms of the new share issue.
Terms of the new share issue in brief:
* Shareholders in Hakon Invest have preferential rights to subscribe for one
(1) new common share for each four (4) existing shares held on the record
day of May 7, 2013.
* The subscription price is SEK 121 per common share[1]. If fully subscribed,
the share issue will raise around SEK 5 billion in total[2].
* The last day of trading in Hakon Invest shares inclusive of preferential
rights to participate in the new share issue is Thursday, May 2, 2013. The
first day that the common shares will be traded exclusive of subscription
rights is Friday, May 3, 2013.
* The subscription period is May 10-24, 2013.
* Trading in subscription rights in Hakon Invest will take place on Nasdaq OMX
Stockholm during the period May 10-21, 2013.
New share issue will finance acquisition of ICA
On February 11, 2013 Hakon Invest announced that the company had reached
agreement with Ahold on the acquisition of the remaining 60% of the shares in
ICA for a cash consideration of SEK 20 billion. On March 27, 2013 the
acquisition was completed after all the terms of the agreement with Ahold were
met. ICA is thus a wholly owned company in the Hakon Invest Group. It has been
proposed that Hakon Invest change its name to ICA Gruppen at the 2013 Annual
General Meeting.
Hakon Invest is financing the acquisition of ICA from existing liquid assets and
a secured bridge loan of SEK 19 billion provided by Handelsbanken and Nordea.
The new share issue will raise around SEK 5 billion in total, which will be used
to repay the short-term bridge financing. The remainder of the bridge financing
will be replaced by other long-term debt financing and the issue of preference
shares in ICA Real Estate.
Provisional timetable for the new share issue
Friday, May 3, 2013 Hakon Invest shares traded exclusive of rights
to participate in the new share issue
Monday, May 6, 2013 Prospectus expected to be published on the
company's website
Tuesday, May 7, 2013 Record day
Friday, May 10, 2013 Subscription period starts
Trading in subscription rights starts
Tuesday, May 21, 2013 Final day of trading in subscription rights
Friday, May 24, 2013 Subscription period ends
Thursday, May 30, 2013 Results of new share issue published
Terms of the new share issue
The Board of Hakon Invest has decided on and set the terms of the new share
issue. Those who are registered as shareholders of Hakon Invest on the record
day, which is May 7, 2013, have preferential rights to subscribe for shares in
the new share issue. One subscription right will be allocated for each common
share in Hakon Invest. Four subscription rights will entitle the holder to
subscribe for one new common share in Hakon Invest against payment of the
subscription price of SEK 121 per new common share.
Compensation to holders of common shares
Under the Articles of Association, Hakon Invest can issue common shares to all
shareholders on the same terms and thus at the same subscription price. In the
new share issue, holders of common shares and the holder of the class C shares
are being invited - in accordance with the Articles of Association - to
subscribe for common shares in the new share issue. On its own initiative ICA-
handlarnas Förbund, which owns all the class C shares, has proposed that the
holders of common shares be able to subscribe for new shares at a lower price
than the price at which ICA-handlarnas Förbund subscribes for common shares on
the basis of its class C shares. ICA-handlarnas Förbund will pay a subscription
price of SEK 129 for the common shares subscribed for on the basis of its class
C shares. This is being done to compensate the holders of common shares for the
dilution effect that the new share issue will have on the dividend advantage
that the holders of common shares currently have. The overall compensation from
the holder of the class C shares to the holders of common shares amounts to
around SEK 80 M in total.
Principal shareholders to subscribe for and underwrite the new share issue
Hakon Invest's principal shareholders ICA-handlarnas Förbund and Industrivärden
have undertaken to subscribe for new shares in the issue corresponding to their
shareholdings of 51.3% and 10% respectively of the shares and votes in Hakon
Invest. In addition, ICA-handlarnas Förbund and Industrivärden are underwriting
the remainder of the new share issue. Neither ICA-handlarnas Förbund nor
Industrivärden will receive any compensation for their subscription and
guarantee commitments.
Share structure and share capital
The share capital in Hakon Invest prior to the new share issue amounts to
SEK 402,293,590 spread across 160,917,436 shares, of which 82,067,892 are class
C shares and 78,849,544 are common shares. 251,870 common shares are held by
Hakon Invest as of April 29, 2013. Common shares and class C shares have the
same voting rights, but their dividend rights differ. While the common shares
have unrestricted dividend rights, the class C shares do not carry any
entitlement to cash dividends. All the class C shares will be converted into
common shares on January 1, 2016, which means that thereafter the company will
have only one class of share, taking the form of common shares with dividend
rights. The total number of shares will remain unchanged following the
conversion.
The new share issue will only issue common shares and consequently the number of
class C shares will remain unchanged while the number of common shares
increases. All the class C shares are held by ICA-handlarnas Förbund. The common
shares that ICA-handlarnas Förbund subscribes for on the basis of its class C
shares will be subscribed for at a price of SEK 129 per common share.
If the new share issue is fully subscribed, the number of shares in Hakon Invest
will increase to 201,146,795. The company's share capital will thereby increase
from SEK 402,293,590 to SEK 502,866,988 spread across a total of 201,146,795
shares, each with a quota value of SEK 2.50.
Advisers
Handelsbanken Capital Markets and Nordea Markets are acting as joint lead
managers for the new share issue and are financial advisers for the transaction
and its overall financing. Gernandt & Danielsson Advokatbyrå is acting as legal
adviser.
For more information, please contact:
CEO Hakon Invest
Claes-Göran Sylvén
tel. +46 8 55 339964
CFO Hakon Invest
Göran Blomberg
tel. +46 8 55 339999
Head of Investor Relations Hakon Invest
Pernilla Grennfelt
tel. +46 8 55 339955
e-mail: pernilla.grennfelt@hakoninvest.se
IMPORTANT NOTICE
The information in this press release is not for release, publication or
distribution, either directly or indirectly, in the United States, Australia,
Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand.
The distribution of this press release may be prohibited in certain other
jurisdictions. The information in this press release shall not constitute an
offer to sell or an invitation to purchase any securities in Hakon Invest in any
jurisdiction. This press release does not constitute, nor will it form part of,
an offer or invitation to purchase or subscribe for securities in the United
States. The securities referred to herein may not be offered or sold in the US
without registration or exemption from registration as provided in the US
Securities Act of 1933, as amended ("Securities Act"). Hakon Invest does not
intend to register any portion of the offering of the securities in the US or to
conduct a public offering of the securities in the US. Copies of this
announcement are not being distributed or sent and may not be distributed or
sent to the US, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore,
South Africa or New Zealand.
This document has not been approved by any regulatory authority. This document
is a press release and not a prospectus, and investors should not subscribe for
or purchase any securities referred to in this document except on the basis of
the information that will be provided in the prospectus that will be published
by Hakon Invest on its website in due course.
EUROPEAN ECONOMIC AREA
Hakon Invest has not resolved to offer shares or rights to the public in any
Member State of the European Economic Area other than Sweden and any other
jurisdiction into which the offering of shares or rights may be passported.
Within such Member States of the European Economic Area other than Sweden (and
any other jurisdiction into which the offering of shares or rights may be
passported) which have implemented the Prospectus Directive (a "Relevant Member
State") no action has been undertaken as of this date to make an offer to the
public of shares or rights requiring publication of a prospectus in any Relevant
Member State. In consequence, the shares or rights may only be offered in a
Relevant Member State: (a) to a qualified investor (as defined in the Prospectus
Directive or applicable law), or (b) in any other circumstances not requiring
Hakon Invest to publish a prospectus as provided under Article 3(2) of the
Prospectus Directive.
In the application of this, the expression an "offer to the public of shares or
rights" in any Relevant Member State means the communication, in any form, of
sufficient information on the terms of the offer and the shares or rights to be
offered so as to enable an investor to decide to purchase any securities, as the
same may be varied in such a Relevant Member State due to the implementation of
the Prospectus Directive in that Member State, and the expression "Prospectus
Directive" means Directive 2003/71/EC including any relevant implementing
measures in each Relevant Member State.
Handelsbanken Capital Markets and Nordea Markets are acting for Hakon Invest and
no one else in connection with the new share issue and will not be responsible
to anyone other than Hakon Invest for providing the protection afforded to their
clients or for providing advice in relation to the new share issue and/or any
other matter referred to in this announcement.
Handelsbanken Capital Markets and Nordea Markets accept no responsibility
whatsoever and make no representation or warranty, express or implied, for the
contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by
Handelsbanken Capital Markets, Nordea Markets, or on their behalf, in connection
with Hakon Invest and the new shares and the new share issue, and nothing in
this announcement is or shall be relied upon as a promise or undertaking in this
respect, whether as to the past or future. Handelsbanken Capital Markets and
Nordea Markets accordingly disclaim to the fullest extent permitted by law all
and any liability whether arising in tort, contract or otherwise which
Handelsbanken Capital Markets and Nordea Markets might otherwise have in respect
of this announcement or any such statement.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect management's
current views with respect to future events and potential financial performance.
Although Hakon Invest believes that the expectations reflected in such
statements are reasonable, no assurance can be given that such expectations will
prove to be correct. Accordingly, results may differ materially from those set
out in the forward-looking statements as a result of various factors. You are
advised to read this announcement, and the prospectus and the information
incorporated by reference therein once available, in their entirety for a
further discussion of the factors that could affect Hakon Invest's future
performance and the sectors in which Hakon Invest operates. In the light of
these risks, uncertainties and assumptions, it is possible that the events
described in the forward-looking statements in this announcement may not occur.
Hakon Invest 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 Monday, April
29, 2013.
--------------------------------------------------------------------------------
[1] The common shares that the principal shareholder ICA-handlarnas Förbund will
subscribe for on the basis of its class C shares will be subscribed for at a
price of SEK 129 per common share.
[2] The issue costs are estimated at approximately SEK 28 M.
[HUG#1697020]
Board decides on and sets terms of Hakon Invest's new share issue with preferential rights for existing shareholders
| Source: ICA Gruppen AB
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