Extended acceptance period in ICA Gruppen AB’ offer to acquire the shares in Hemtex AB (publ) has ended

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.

On 25 August 2015, ICA Gruppen AB (”ICA Gruppen”) announced a cash offer to the shareholders of Hemtex AB (publ) (”Hemtex”). At the end of the acceptance period on 1 October 2015, the offer had been accepted by shareholders representing a total of 28,519,030 shares in Hemtex, corresponding to 29.8 per cent of capital and votes, resulting in an ownership of 98.3 per cent of capital and votes. At the end of the extended acceptance period on 15 October 2015, the offer had been accepted by additional shareholders representing a total of 713,670 shares in Hemtex, corresponding to 0.7 per cent of capital and votes. ICA Gruppen will not further extend the acceptance period. 

The Offer

On 25 August 2015, ICA Gruppen announced a cash offer to the shareholders of Hemtex to transfer all of the outstanding shares in Hemtex for 7.50 Swedish krona in cash for each share (the “Offer”). The Hemtex shares are listed on Nasdaq Stockholm, Small Cap.

Outcome of the Offer

At the end of the acceptance period on 1 October 2015, the Offer had been accepted by shareholders representing a total of 28,519,030 shares in Hemtex, corresponding to 29.8 per cent of capital and votes. At the time of the announcement of the Offer, ICA Gruppen owned 65,655,195 shares in Hemtex, corresponding to 68.5 per cent of capital and votes. Together with acceptances received in the Offer, ICA Gruppen controlled 94,174,225 shares, corresponding to 98.3 per cent of capital and votes. On 5 October 2015, ICA Gruppen thus declared the Offer unconditional and decided to complete the Offer while extending the acceptance period to 15 October 2015.

At the end of the extended acceptance period on 15 October 2015, the Offer had been accepted by additional shareholders representing a total of 713,670 shares in Hemtex, corresponding to 0.7 per cent of capital and votes. ICA Gruppen has not acquired any shares in Hemtex outside of the Offer. ICA Gruppen does not hold any other financial instruments that provide a financial exposure to Hemtex’ shares. ICA Gruppen will not further extend the acceptance period and controls after completion of the Offer 94,887,895 shares, corresponding to 99.0 per cent of capital and votes.

Settlement of the shares for which acceptances have been received during the extended acceptance period is expected to start on 20 October 2015.

ICA Gruppen has initiated a compulsory redemption of the remaining shares in Hemtex. In addition, Hemtex has on 9 October 2015 announced that it will be delisted from Nasdaq Stockholm and that the last trading day in the share will be 23 October 2015.

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: +46 10 422 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 08:00 a.m. (CET) on 19 October 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 has not been 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 has not been 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