Aktiebolaget Grundstenen 300029 announces a mandatory cash offer to the shareholders of Internationella Engelska Skolan i Sverige Holdings II AB (publ)

Fri, Sep 25, 2020 08:00 CET

THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT NOTICE” AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED SHORTLY BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE OFFER. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS ANNOUNCEMENT.

Aktiebolaget Grundstenen 300029[1] (the “Bidder”) has exercised call options to acquire shares which together with other shares and call options owned or otherwise controlled by the Bidder will result in the Bidder’s shareholding in Internationella Engelska Skolan i Sverige Holdings II AB (publ) (“IES”) amounting to 73.19 per cent of the total number of shares in IES, thereby passing the mandatory offer threshold. The Bidder hereby announces the following mandatory cash offer in the amount of SEK 77.04 per IES share to IES’ shareholders. The mandatory offer is made under the Swedish rules on mandatory offers, as set out in Chapter 3, Section 1 of the Swedish Takeover Act (2006:451).

The Bidder, a company that will be indirectly owned by a consortium led by Paradigm Capital Value Fund SICAV[2] (“Paradigm Capital SICAV”) and further including Paradigm Capital Value LP, The Hans and Barbara Bergstrom Foundation (the “Foundation”), AB Tuna Holding, certain investors to which Paradigm Capital Value Fund SICAV’s investment manager Paradigm Capital AG is an investment advisor and certain investors not previously shareholders in IES (the “Consortium”), hereby announces that the Bidder has exercised call options (the “Options”) to acquire ordinary shares in IES. The acquisition was made from a company affiliated with IES’ main shareholder TA Associates. Following exercise of the Options, the Bidder and the members of the Consortium will own or otherwise control shares in IES corresponding to 73.19[3] per cent of the shares and votes in IES. The price paid for the shares acquired through the option contract (including option premium) was lower than the price in this mandatory offer.

The exercise of the Options will trigger an obligation for the Bidder to launch a mandatory offer for the remaining outstanding shares in IES within four weeks from the Bidder becoming owner of the IES shares (in accordance with the Swedish Stock Market (Takeover Bids) Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden)).

Against this background, the Bidder hereby announces a mandatory cash offer (the “Offer”) to the shareholders in IES to acquire all outstanding ordinary shares in IES at a price of SEK 77.04 in cash per share, which before rounding up corresponds to the volume-weighted average share price of SEK 77.032 for IES’ share on Nasdaq Stockholm during the last 20 trading days prior to the disclosure of the mandatory offer obligation (in accordance with Section II.21 of Nasdaq Stockholm’s takeover rules (the “Takeover Rules”)). The Offer is not being made for the class C shares held in treasury by IES. The IES ordinary shares are admitted to trading on Nasdaq Stockholm, Mid Cap.

The Offer in brief

Paradigm SICAV is a long-term investor who has been one of the largest shareholders in IES since the initial public offering and listing of IES in 2016.
The Bidder and the members of the Consortium hold shares and additional call options in IES corresponding to 73.19 per cent of the total number of shares and votes in IES. In addition, the Bidder has obtained irrevocable undertakings from certain shareholders in IES to accept the Offer, which together with the shares and call options held by the Bidder correspond to 74.84 per cent of the total number of shares and votes in IES.[4]
The Bidder offers SEK 77.04 in cash per share in IES.[5]
The total value of the Offer, based on all outstanding ordinary shares in IES, amounts to approximately SEK 3.1 billion.
The Offer price of SEK 77.04 per share represents a premium of:
- more than 10 per cent compared to the price (including option premium) paid for the controlling stake acquired from a company affiliated with TA Associates through exercise of the Options;
- approximately 5 per cent compared to the closing price of SEK 73.20 for IES’ share on Nasdaq Stockholm on 29 July 2020, being the last day of trading before Paradigm Capital SICAV disclosed its change in major shareholdings as a result of entering into the option contracts;
- approximately -1 per cent compared to the closing price of SEK 78.00 for IES’ share on Nasdaq Stockholm on 24 September 2020, being the last day of trading before the announcement of the mandatory offer obligation and the Offer;
- approximately 4 per cent compared to the volume-weighted average share price of SEK 73.90 for IES’ share on Nasdaq Stockholm during the last 90 trading days before the announcement of the Offer; and
- approximately 9 per cent compared to the volume-weighted average share price of SEK 70.87 for IES’ share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.
The Offer is subject to the Management Buyout rules which implies that the board of directors of IES is to evaluate the Offer and obtain a fairness opinion regarding the Offer and that the minimum acceptance period shall be no less than four weeks.[6]
The Offer is fully financed through a commitment from Paradigm Capital SICAV.
The Offer is not subject to any regulatory approvals.
An offer document regarding the Offer is expected to be published on or about 1 October 2020. The acceptance period for the Offer is expected to commence on or about 2 October 2020 and end on or about 30 October 2020. Expected settlement date is 5 November 2020.

“Paradigm is a well-established and experienced European value investor, which invests in growing, high-quality companies in northern Europe,” explains Paradigm’s founder and managing director Jan Hummel.

“We have been a large shareholder in the International English School for several years now and know that it is a well-run company, with academic results far above the average in Sweden. Good schools and high-quality education are central to every society and the needs are great for the future. The concept and culture that the founder Barbara Bergström has built for IES have proven to be very successful. As the new principal owner, we are intent to carry on the legacy and to create long-term stability for IES.”

Background and reasons for the Offer

IES is one of the leading free school operators in Sweden with some 28,000 students at 39 schools in Sweden and 4,600 students in seven schools in Spain. In Sweden, IES operates schools for students from the first year of school (grade F) which children start at the age of six, to the third and final year of upper secondary school. Its main focus is grades 4-9, which is internationally often called “middle school”.

The leader of the Consortium, Paradigm Capital SICAV, has owned ordinary shares in IES since the initial public offering and listing of IES in 2016 and views the transaction as an opportunity to continue its investment in a quality company with a clear and focused business model and a history of positive contributions to society. The Bidder currently does not foresee that the implementation of the Offer would involve any material changes with regards to IES’ management and employees, including their terms of employment, or IES’ operations or the locations where IES conducts business.

The Offer

The Bidder offers SEK 77.04 in cash per share in IES. The Offer price corresponds, before rounding up, to the volume-weighted average share price of SEK 77.032 for IES’ share on Nasdaq Stockholm during the last 20 trading days prior to the disclosure of the mandatory offer obligation (in accordance with Section II.21 of the Takeover Rules). The total value of the Offer, based on all outstanding ordinary shares in IES, amounts to approximately SEK 3.1 billion.[7] The offered price for the shares is subject to adjustment should IES pay any dividend or make any other value distribution to its shareholders prior to settlement of the Offer and will accordingly be reduced by the amount of any such dividend or value distribution per share. No commission will be charged in connection with the Offer.

The Offer price of SEK 77.04 per share represents a premium of:
- more than 10 per cent compared to the price (including option premium) paid for the controlling stake acquired from a company affiliated with TA Associates through exercise of the Options;
- approximately 5 per cent compared to the closing price of SEK 73.20 for IES’ share on Nasdaq Stockholm on 29 July 2020, being the last day of trading before Paradigm Capital SICAV disclosed its change in major shareholdings as a result of entering into the option contracts;
- approximately -1 per cent compared to the closing price of SEK 78.00 for IES’ share on Nasdaq Stockholm on 24 September 2020, being the last day of trading before the announcement of the mandatory offer obligation and the Offer;
- approximately 4 per cent compared to the volume-weighted average share price of SEK 73.90 for IES’ share on Nasdaq Stockholm during the last 90 trading days before the announcement of the Offer; and
- approximately 9 per cent compared to the volume-weighted average share price of SEK 70.87 for IES’ share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.

Certain related parties

The Bidder will own or otherwise control in aggregate 29,314,089 shares and votes in IES, corresponding to 73.19 per cent of the shares and votes in IES, and will thus become the parent company of IES. Further, Brian Hatch is a member of the board of directors of IES and is participating in the Offer on the Bidder’s side as a member of the Consortium. For these reasons, Section III of the Takeover Rules applies to the Offer, which implies that IES shall obtain a valuation or fairness opinion regarding the Offer from an independent expert and that the acceptance period for the Offer shall be no less than four weeks. Brian Hatch will not participate in IES’ board of directors’ handling and evaluation of the Offer.

The Bidder’s shareholding in IES and the mandatory bid obligation

The Bidder has exercised the Options and acquired 12,790,045 ordinary shares in IES corresponding to 31.94 per cent of the shares and votes in IES, giving the Bidder a controlling stake in IES. The Bidder paid SEK 70 per share (including option premium) for the shares acquired under the Option contract with a company affiliated with TA Associates. The acquisition of shares under the Options will trigger an obligation for the Bidder to launch a mandatory offer to the shareholders in IES. Moreover, the Bidder holds additional call options to acquire 1,000,000 ordinary shares in IES from IES’ founder Barbara Bergström which, when exercised, will entail that the Bidder pays SEK 74 per share (including option premium) under such option contract.

Following the Bidder’s exercise of the Options and the launch of the Offer, the members of the Consortium will transfer all of their respective shares in IES to the Bidder at a valuation per share corresponding to the price per IES share in the Offer. Following the transfer of such shares, the Bidder will (including the shares that may be acquired under the additional call options) own or otherwise control 29,314,089 ordinary shares and votes in IES, corresponding to 73.19 per cent of the total number of outstanding shares and votes in IES. The Bidder holds no other financial instruments in IES that entail a financial exposure corresponding to a holding of shares in IES.

Neither the Bidder nor any member of the Consortium has acquired or agreed to acquire any shares in IES during the last six months prior to the announcement of the Offer at a price higher than the price in the Offer. The Bidder may acquire, or enter into arrangements to acquire, shares in IES outside the Offer. Any purchase made or arranged shall be in accordance with Swedish law and disclosed in accordance with applicable rules.

Undertakings from shareholders in IES to accept the Offer

The Bidder has obtained unconditional and irrevocable undertakings to accept the Offer from certain shareholders in IES, including from IES’ founder Barbara Bergström, in respect of in aggregate 659,104 ordinary shares in IES, corresponding to 1.65 per cent of the total number of shares and votes in IES. Accordingly, the Bidder has obtained call options or irrevocable undertakings in respect of all shares in IES held by Barbara Bergström.

No condition for completion of the Offer

IES, as an independent school operator, is subject to the supervision of the Swedish Schools Inspectorate (Sw. Skolinspektionen), the supervisory authority for all schools in Sweden. IES is obligated to notify significant changes in ownership to the Swedish Schools Inspectorate who will examine whether the requirements of an independent school operator are still met following such changes in ownership. The Bidder’s acquisition will therefore require IES to report the change in ownership to the Swedish Schools Inspectorate. The Bidder will assist IES with the information necessary to make such reporting. The Bidder has no reason to believe that the Swedish Schools Inspectorate will have any objections to the Bidder taking control over IES and thus, the completion of the Offer is not conditional upon any clearances from the Swedish Schools Inspectorate.

Moreover, the Bidder’s assessment is that the Offer is not subject to regulatory approval by competition authorities.

The financing of the Offer

The Offer is not subject to any financing condition. The Offer is fully financed through a commitment from Paradigm Capital SICAV.

Due Diligence

The Bidder has not conducted any due diligence review of IES in connection with its preparations of the Offer.

Share warrants granted by IES to participants in IES’ long-term incentive plan

The Offer does not include share warrants issued by IES to participants in IES’ long-term incentive plan. The Bidder will procure fair treatment of the participants in the plan outside the Offer.

Indicative timetable[8]

1 October 2020 Publication of the offer document

2 October 2020 Commencement of the acceptance period

30 October 2020 Expiry of the acceptance period

5 November 2020 Settlement of the Offer is initiated

The Bidder reserves the right to extend the acceptance period, as well as to postpone settlement of the Offer. Any extension of the acceptance period will not delay settlement in respect of the shareholders that have already accepted the Offer.

Compulsory redemption and delisting

If the Bidder acquires shares representing more than 90 per cent of the total number of shares in IES, the Bidder intends to initiate compulsory redemption of the remaining shares. In connection therewith, the Bidder intends to promote a delisting of the IES shares from Nasdaq Stockholm.

Statement from the Swedish Securities Council

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has, in statement AMN 2020:39, assessed the Foundation’s participation as a member of the Consortium. The Swedish Securities Council has in the same statement also granted the Bidder an exemption to exclude shareholders in certain jurisdictions from the Offer.

Governing law and disputes

The Offer and the agreements entered into between the Bidder and IES’ shareholders in relation to the Offer, shall be governed by and interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court as first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements regarding interpretation and application of the Takeover Rules, and, where appropriate, the Swedish Securities Council’s interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer. The Bidder has, in accordance with the Swedish Stock Market (Takeover Bids) Act, on 24 September 2020, undertaken, in writing, towards Nasdaq Stockholm to comply with mentioned rules, rulings and statements, and to adhere to the sanctions that Nasdaq Stockholm may impose on the Bidder in the event of a breach of the Takeover Rules. The Bidder has, on 25 September 2020, informed the Swedish Financial Supervisory Authority about the Offer and about the above undertakings towards Nasdaq Stockholm.

Advisors

Carnegie Investment Bank AB (publ) is lead financial advisor, Nordea Bank Abp, filial i Sverige is financial advisor and Hannes Snellman Advokatbyrå AB is legal advisor to the Bidder in connection with the Offer.

Contacts and further information

Jan Hummel, Paradigm Capital AG, +49 89 62 021 780

Lina Björkman, Fogel & Partners, +46 700 44 04 42

Information about the Offer is available at the Bidder’s website, www.school-offer.com

Description of the Bidder and the Consortium in brief

The Bidder is a newly established Swedish limited liability company (with corporate registration number 559262-8522, domiciled in Stockholm), that will be indirectly owned by the Consortium. The company has previously not conducted any business. The company is formed to make the Offer and operate as the parent company of IES.

Paradigm Capital SICAV is together with its wholly owned subsidiary Paradeigma Partners AB the second largest shareholder in IES. Paradigm Capital SICAV is a Luxembourg based SICAV and its investment manager is Paradigm Capital AG. The manager follows a specialized value investing strategy, in the Graham and Dodd tradition, making investments solely within the European Union with a focus on the Nordic and German speaking countries and the U.K.

The Foundation is the third largest shareholder in IES. The Foundation is created and operated exclusively for charitable, scientific, literary and/or educational purposes. Subject to the foregoing, the Foundation shall support and promote causes and organizations based in Sweden that encourage science, enlightenment, medical research and education.

Paradigm Capital Value LP is a specialized active value-oriented investor. Paradigm Capital Value LP is the fourth largest shareholder in IES.

AB Tuna Holding is the ninth largest shareholder in IES. AB Tuna Holding is a Swedish limited liability company investing in Nordic publicly listed companies, which is represented by relatives of representatives of Paradigm Capital AG.

In addition, the Consortium also consists of certain smaller shareholders in IES to which Paradigm Capital AG is an investment advisor, as well as certain investors not being shareholders in IES.

IES in brief

Important information

The Bidder discloses the information provided herein pursuant to the Swedish Stock Market (Takeover Bids) Act and the Takeover Rules. The information was submitted for announcement at 08:00 a.m. (CET) on 25 September 2020.

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

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other 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”, “intends”, “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 the Bidder. Any such forward-looking statements speak only as of the date on which they are made and the Bidder 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.

Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige, are not responsible to anyone other than the Bidder for advice in connection with the Offer.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of IES, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of IES are not listed on a U.S. securities exchange and that IES is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d – 1(d) under the U.S. Exchange Act for a Tier II tender offer (the “Tier II Exemption”), and otherwise in accordance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, settlement procedures, waiver of conditions and timing of payments, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of IES domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

For the avoidance of doubt, Nordea Bank Abp, filial i Sverige, is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Offer with investors located within the United States of America (whether on a reverse inquiry basis or otherwise).

IES’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of IES to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to IES’s other shareholders.

As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for IES’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since IES and the Bidder are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. IES’s shareholders may not be able to sue IES or the Bidder or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel IES or the Bidder and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, the Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of IES outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of IES, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither the Bidder nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

[1] Under name change to Peutinger AB.

[2] Paradigm Capital SICAV’s investment manager is Paradigm Capital AG.

[3] Disregarding the 80,000 shares of class C in IES held in treasury by IES.

[4] Based on 40,050,000 ordinary shares, which is the total number of outstanding ordinary shares in IES, and disregarding all 80,000 shares of class C which are held in treasury by IES.

[5] The offered price for the shares is subject to adjustment should IES pay any dividend or make any other value distribution to its shareholders prior to settlement of the Offer and will accordingly be reduced by the amount of any such dividend or value distribution per share.

[6] Brian Hatch, who is participating in the Offer on the Bidder’s side as a member of the Consortium, will not participate in IES’ board of directors’ handling and evaluation of the Offer.

[7] Based on 40,050,000 ordinary shares in IES, which is the total number of outstanding ordinary shares in IES.

[8] All dates are preliminary and subject to change.

Aktiebolaget Grundstenen 300029 announces a mandatory cash offer to the shareholders of Internationella Engelska Skolan i Sverige Holdings II AB (publ)

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