Hakon Invest AB : Board decides on and sets terms of Hakon Invest's new share issue with preferential rights for existing shareholders 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^. If fully subscribed, the share issue will raise around SEK 5 billion in total^. *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 SEK402,293,590 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: email@example.com 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. -------------------------  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.  The issue costs are estimated at approximately SEK 28 M. Press release (pdf) ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Hakon Invest AB via Thomson Reuters ONE HUG#1697020
Hakon Invest AB : Board decides on and sets terms of Hakon Invest's new share issue with preferential rights for existing
Press spacebar to pause and continue. Press esc to stop.