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
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
Tuesday, May 7, 2013 Record day
Friday, May 10, 2013 Subscription period starts
Trading in subscription rights
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.
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
tel. +46 8 55 339964
CFO Hakon Invest
tel. +46 8 55 339999
Head of Investor Relations Hakon Invest
tel. +46 8 55 339955
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.
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,
 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)
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applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Hakon Invest AB via Thomson Reuters ONE
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