Offering to Acquire Shares in Hakon Invest AB (Publ) Contents Terms and Conditions in Brief
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This document is a translation of the Swedish original prospectus. In the event of any differences between this translation and the Swedish original, the latter shall prevail. Offering to acquire shares in Hakon Invest AB (publ) Contents Terms and conditions in brief 1 Hakon Invest in brief SELLING PRICE 5 Offering to acquire shares in Hakon Invest Expected to be set in the interval SEK 68–77 per share. The selling price to the 6 Terms, conditions and instructions public will not exceed SEK 77 per share. 9 Background and reasons Application period for the public November 23 – December 2, 2005 10 President’s message Application period for 12 Hakon Invest institutional investors November 23 – December 5, 2005 23 Hakon Invest’s holdings and financial management Setting of selling price On or about December 6, 2005 24 ICA AB Payment date for the public December 8, 2005 32 ICA Sverige Expected first day for trading 37 ICA Norge on Stockholm Stock Exchange O-List On or about December 8, 2005 40 ICA Meny 42 ICA Banken FINANCIAL INFORMATION 44 Etos FROM HAKON INVEST 46 Netto Year-end report January–December 2005 February 27, 2006 48 Rimi Baltic Annual General Meeting May 10, 2006 51 Financial overview ICA AB 54 Forma Publishing Group AB OTHER 58 Financial overview Forma ISIN code SE0000652216 59 Financial Management Trading symbol Stockholm Stock Exchange HAKN 63 Financial overview Hakon Invest Trading post 200 shares 68 Comments on financial development 80 Supplementary information NOTE 86 Risk factors Note that the notice of allotment to the general public is made through forwarding 90 Board of Directors, Group Management, auditors of transactions notes, which is expected to occur on December 6, 2005. After pay- 98 Share capital and ownership structure ment for the allotted shares is received by Handelsbanken Capital Markets, the paid shares will be transferred to the securities account or VP-account specified by 102 Tax considerations in Sweden the buyer. The time required by Sweden Post to deliver the sent transactions notes 105 Articles of Association and the time to transfer payments and the paid shares to buyers in the general 107 Interim Report, January–September 2005 public could result in certain of these buyers will not have acquired shares available 119 Financial Statements in the specified securities account or VP-account before trading in Hakon Invest’s 133 Consolidated financial statements in accordance with IFRS common shares has begun on the Stockholm Stock Exchange O-List. Refer to the for the 2004 fiscal year chapter “Terms, conditions and instructions,” section “Offering to the public,” under 156 Audit report the headline “Payment and receipt of shares.” In this prospectus, “Hakon Invest,” “the Company ” or “the Group” refers to Hakon Invest AB or the group in which Hakon Invest AB is the parent company, depending on context. In this prospectus “ICA AB” refers to ICA AB or the group in which ICA AB is the parent company, depending on the context. “Forma Publishing Group” or “Forma” in this prospectus refers to Forma Publishing Group AB or the group in which Forma Publishing Group AB is the parent company, depending on context. The shares in this offering in accordance with this prospectus (“the Offering”) have not been and will not be registered in accordance with the United States Securities Act of 1933 in its present form, nor in accordance with any securities legislation in any state in the US nor in accordance with any securities legislation in any province in Canada, and may not, other than in cases that do not require registration, be offered for sale or transfer in the US or Canada to persons domiciled there. Neither is the Offering directed to persons whose participation would require additional prospectuses, registration or other measures than those pursuant to Swedish law. The prospectus may not be distributed in any country in which distribution or the Offering requires measures pursuant to the preceding sentence or would be in conflict with any law or regulations in such country. Application for the acquisition of shares contrary to the above may be deemed invalid. In conjunction with the Offering, the principal owner in Hakon Invest ICA-handlarnas Förbund (ICA-handlarnas Förbund,“ the Association” or “the Seller”) issued an option (“Over-allot- ment option”) to Handelsbanken Capital Markets. The Over-allotment option, which can be exercised up to and including the date 30 days after the first day of trading, gives Handelsbanken Capital Markets the right to request that the seller sells another maximum of 1,300,000 shares in Hakon Invest, with the aim of covering any over-allotment. In conjunction with the Offering, Handelsbanken Capital Markets can carry out transactions on the Stockholm Stock Exchange and in a potential, unofficial trading that stabilizes the shares’ market price or supports this price at a level that would vary from what would otherwise apply. Such measures, at any given time without warning, can be discontinued and can be taken up to and including 30 days from the earlier of the day when the selling price in the Offering is made public and the first day of trading on the Stockholm Stock Exchange. Any guarantee that stabilization measures will be taken up cannot be given. Statements in this prospectus about future outlook and other forward-looking statements are based on current market conditions and in other respects prevailing external factors. The reader is advised that these statements, as well as all forward-looking assessments, are related to risks. Disputes relating to the Offering pursuant to this prospectus shall be settled exclusively in accordance with Swedish law and by a Swedish court. This prospectus has been registered by the Swedish Financial Supervisory Authority pursuant to the provisions of Chap 2, Section 4 of the Financial Instruments Trading Act (1991:980). Note that such registration does not constitute a guarantee from the Swedish Financial Supervisory Authority that the factual content of the prospectus is accurate or complete. Hakon Invest in brief Hakon Invest conducts active and long-term investment operations tion of the ICA retailers in Sweden, and about 25% owned by in retail-oriented companies in the Nordic region. about 3,400 private shareholders, of which most are ICA retailers Hakon Invest owns 40% of ICA AB, the leading retail company or former ICA retailers. with focus on food. The remaining 60% is owned by the Dutch com- In conjunction with the listing, Hakon Invest’s share structure will pany Royal Ahold (“Ahold”). Through the shareholders’ agreement change to comprise 49% common shares and 51% Series-C between Hakon Invest and Ahold, and which is valid through and shares. All C shares will be owned by ICA-handlarnas Förbund and including 2040, the two owners have equal influence in ICA AB. will not be listed. Prior to the listing of the Company’s common ICA AB is a central holding for Hakon Invest. Through being an shares, ICA-handlarnas Förbund intends to offer investors the oppor- active owner with significant influence, Hakon Invest shall contribute tunity to acquire about 8 percentage points of Hakon Invest’s exist- to the development and strengthening of the ICA concept and cre- ing common shares. After the sale, ICA-handlarnas Förbund will ate value growth for ICA AB.1) own at least a total of 67% of the shares in Hakon Invest, distributed In addition to the holding in ICA AB, Hakon Invest owns 100% among 16 percentage points of common shares and 51 percent- of the shares in Forma Publishing Group, which is one of Sweden’s age points of C shares, of which the latter are not entitled to divi- largest publishers. Forma also conducts operations in Finland and dends.2) This means that the total cash dividend each year is only the Baltic States. distributed among 49% of the shares. OPERATIONS Hakon Invest is debt-free and has financial assets amounting to about SEK 2.8 billion as of September 30, 2005. These financial assets are for use for investments, mainly in unlisted companies in the Nordic retail sector. Hakon Invest has substantial expertise, experience as well as access to a comprehensive network within retail and retail- related businesses. The Company has established an investment Overview of ownership and operations structure organization that works actively with existing holdings as well as eval- uation of new, attractive investment objects. Based on a substantial and active ownership, Hakon Invest shall contribute to the company Hakon Invest AB having the conditions and resources to develop and grow profitably. Hakon Invest’s investment strategy builds on a tradition of entre- preneurship and a long-term focus. Investment shall be made mainly 40%1) in companies that have an existing market position, with a distinct concept, stable, favourable cash flow and a strong and motivated Portfolio companies management. In addition, the company shall have favorable growth and return potential that can be realized by an active, com- mitted and long-term owner. ICA AB2) In total, this means that Hakon Invest offers the parties in the Forma Publishing Group 100% equity market a unique possibility to invest in unlisted retail-oriented Future Investment companies in the Nordic region, with ownership in ICA AB as a 1) According to the shareholders’ agreement with strong foundation. Ahold, Hakon Invest has a common controlling interest in ICA AB in that it stipulates unity in decisions at the Annual General Meeting and in the Board of Directors. OWNERS, SHARE STRUCTURE AND DIVIDENDS 2) See section about ICA AB under “Hakon Prior to the Offering, Hakon Invest is 75% owned by ICA-handlar- Invest’s holdings and financial management” for an overview of the company’s organization.