INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018

Transcription

1 INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 /1

2 KappAhl was founded in Gothenburg in 1953 and is a leading fashion chain in the Nordic region. We have 370 KappAhl and Newbie stores as well as Shop Online in Sweden, Norway, Finland, Poland and Great Britain. Our business idea is to offer affordable fashion of our own design to the many people. Our assortment is always inspiring and our sustainability labeled range is constantly increasing. That feels right for our customer and our environment. Sales for 2016/2017 totaled SEK 4,9 billion and the company has approx. 4,000 employees in nine countries. KappAhl is quoted on Nasdaq Stockholm since More information at

3 TABLE OF CONTENTS Background and reasons 4 Description of the redemption procedure 5 This is how it works 6 Terms and conditions 7 Financial effects for KappAhl 8 Tax issues in Sweden 9 Questions and answers 12 Share information ISIN code for the redemption shares SE Ticker for the redemption shares KAHL IL New ISIN code for ordinary shares in KappAhl (KAHL) SE Calender Annual General Meeting Dec Interim report first quarter 17/18 20 Dec SUMMARY OF REDEMPTION PROGRAM Upon approval by the shareholders at the Annual General Meeting on 5 December 2017, each KappAhl share is split into two shares (share split 2:1) of which one will be named redemption share. The redemption shares are automatically redeemed at SEK 6.50 in cash per redemption share. Payment is expected to be settled on 6 February 2018 The redemption procedure is automatic and requires no action from the shareholder in order to receive the redemption amount. Record date for the share split and entitlement to redemption shares is 12 January Trading in redemption shares will take place on Nasdaq Stockholm during the period 16 January 30 January Shareholders resident outside of Sweden may be liable to withholding tax upon the redemption of shares. No Swedish withholding tax should be levied on the sales proceeds received if the redemption shares are disposed of in the market during the trading period. Interim report second quarter 17/18 23 Mar 2018 Interim report third quarter 17/18 27 June 2018 Year-end report 17/18 11 Oct This information brochure provides information on the Board of Directors proposal of capital distribution to the shareholders of KappAhlt hrough an automatic redemption of shares. The purpose of this information brochure is to provide the shareholders of KappAhl with information for the Annual General Meeting on 5 December The document is not a prospectus under the Trading in financial instruments Act (1991: 980) or other regulations. This information brochure is not intended for shareholders whose participation in the redemption procedure requires additional information or the implementation of registration measures or other measures beyond those required by Swedish law. This information brochure may not be distributed to countries requiring additional information or measures pursuant to the preceding sentence or to countries in which distribution would conflict with applicable regulations. It is the responsibility of each individual to observe the restrictions ensuing from foreign law. Swedbank, who has advised KappAhl in connection with the preparation of this information, have examined the information provided but does not assume any responsibility for the accuracy or completeness and disclaims any responsibility for decisions made on the basis of the document. Disputes arising from the redemption procedure pursuant to this information brochure shall be settled exclusively by Swedish law in a Swedish court. INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 /3

4 BACKGROUND AND REASONS KappAhl was founded in Gothenburg in 1953 and is a leading fashion chain in the Nordic region with 370 KappAhl and Newbie stores in Sweden, Norway, Finland and Poland. KappAhl s business idea is to offer valuefor-money fashion of our own design to the many people. Sustainability-labeled fashion accounts for 53 per cent of the range. Sales for 2016/2017 totaled SEK 4.9 billion and the company has approx. 4,000 employees in nine countries. KappAhl is quoted on Nasdaq Stockholm since The Board of Directors of KappAhl has proposed, on the basis of the Group s strong results, financial position, cash flow and future prospects, the Annual General Meeting on 5 December 2017 to resolve on an automatic redemption procedure in order to distribute approximately SEK 500 million to KappAhl s shareholders. The redemption procedure means that each existing share will be split into two shares (so called share split 2:1), of which one will be redeemed against a cash payment of SEK 6.50, whereupon a total of SEK 499,332,470 will be transferred to the shareholders. The Board of Directors has also proposed the Annual General Meeting to resolve on restoring the company s share capital to its original amount by increasing the share capital with SEK 32,923,020 through a bonus issue without issuing new shares. After the completion of the bonus issue, the company s restricted equity and share capital will be unchanged. This information brochure has been prepared by the Board of Directors of KappAhl in account of the share split and redemption procedure. For additional information, please see KappAhl s Annual Report 2016/2017 and the statements, of the Board of Directors and the auditor, respectively, included in the complete proposal to the Annual General Meeting. Mölndal in November 2017 KappAhl AB (publ) The Board of Directors 4/ INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018

5 DESCRIPTION OF THE REDEMPTION PROCEDURE The Board of Directors proposes that the Annual General Meeting on 5 December 2017 resolves on distribution of capital to shareholders through an automatic redemption procedure. Provided that the proposal is approved, each share is split into two shares of which one will be named redemption share. The redemption shares will be automatically redeemed at SEK 6.50 for each redemption share. The total capital distribution of the proposal amounts to approximately SEK 500 million. The Board of Directors is proposed to be authorized to determine the record date for the share split and the entitlement to redemption shares. The Board fo Directors intends to set 12 January 2018 as the record date, meaning that shareholders who are registered in the Euroclear central securities depository on 12 January 2018 will receive redemption shares. Last day of trading in KappAhl s shares including entitlement to redemption shares is 10 January Alternative 1: Receive payment of SEK 6.50 in cash for each redemption share. This payment will be settled automatically unless alternative 2 below is chosen. Alternative 2: Sell the redemption shares on Nasdaq Stockholm during the trading period of 16 January 30 January Shareholders resident outside of Sweden may have a favourable tax situation when selling the redemption shares instead of having them redeemed. After having received the redemption shares, the shareholder has two options: Time plan Important dates 10 January 2018 Last day of trading in KappAhl s shares before share split, including the right to redemption shares. 11 January 2018 First day of trading in KappAhl s shares after share split, excluding the right to redemption shares. 12 January 2018 Record date for the share split and entitlement to redemption shares. 1) 16 January January 2018 Trading in redemption shares on Nasdaq Stockholm. 6 February 2018 Cash amount is proposed to be paid. 1) The Board of Directors has requested that the Annual General Meeting authorises the Board of Direcors to determine the record date, why the time plan may be changed if there are reasons to do so. INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 /5

6 THIS IS HOW IT WORKS This example does not take into account any tax effects that may arise in connection with the redemption procedure. For a summary of certain tax consequences, please see the section Tax issues in Sweden. Example Example: As of the record date for the share split, you are the registered owner of 100 KappAhl shares. In this example, the share price is assumed to be SEK 50 per share. Your shares are thus worth: 100 KappAhl shares x SEK 50 = SEK 5,000 Through the share split and redemption procedure, each share will be split into two shares, one KappAhl share and one redemption share. KappAhl will automatically redeem the redemption share against a cash payment of SEK 6.50 per share. Accordingly, the theoretical price for the KappAhl share can be calculated to a total of SEK 43.50, which is equivalent to the difference between the share price before the split and the value of the redemption share (SEK 50 SEK 6.50). The value of your holdings is thus: 100 KappAhl shares x SEK = SEK 4, redemption shares x SEK 6.50 = SEK 650 The redemption share will automatically be re-deemed at a cash payment of SEK 6.50 per share. This does not require any action on the shareholder s behalf. When the redemption procedure is completed, you will hold: 100 KappAhl shares x SEK = SEK 4,350 Cash payment for 100 redemption shares x SEK 6.50 = SEK 650 This means that you will still own the same number of KappAhl shares as you did prior to the redemption procedure as well as a cash payment of SEK 6.50 per redemption share that you held on the record date. The redemption shares will be traded on Nasdaq Stockholm during the period 16 January 30 January 2018 providing you as a shareholder the opportunity to sell your redemption shares. BEFORE In January 2018, following the resolution of the Annual General Meeting on 5 December 2017, each KappAhl share is split into two shares of which one will be named redemption share. AFTER The redemption shares are thereafter automatically redeemed for a cash payment of SEK 6.50 per share. 6/ INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018

7 TERMS AND CONDITIONS Share split and redemption Those registered with Euroclear as shareholders in Kapp- Ahl on the record date for the share split, which is estimated to be 12 January 2018, are entitled to redemption shares. Each KappAhl share is split into two shares, of which one will be named redemption share in the Euroclear system. Each redemption share will be automatically redeemed for a cash payment of SEK Last day of trading in shares including the right to redemption shares The last day of trading in KappAhl s shares before the share split and including the right to redemption shares is 10 January Starting 11 January 2018, the KappAhl share is traded after the share split and excluding the right to redemption shares. Record date The Board of Directors is proposed to be authorized to determine the record date at Euroclear for the share split of the KappAhl share and entitlement to redemption shares. The Board of Directors intends to set the date to 12 January The redemption shares will thereafter be booked into the shareholder s securities account. The shareholder will receive a VP- notice as confirmation of the number of redemption shares received. Payment of redemption amount Cash payment of the redemption amount of SEK 6.50 per redemption share is expected to take place on or around 6 February 2018, to those registered as owners of redemption shares on the record date for payment, which is intended to be 1 February Payment will be made via Euroclear to the yield account linked to the shareholder s VP-account. A VP-notice will be sent out as confirmation of payment. In connection with the payment, the redemption shares booked on the shareholder s VP-account will be removed. A VP-notice relating to the removal will not be sent out. Shares registered with nominees Shareholders of KappAhl whose shares are registered with a nominee, for example a bank or other securities institutions, will receive redemption shares in accordance with the information given by each nominee. Trading in redemption shares Trading in redemption shares will take place on Nasdaq Stockholm during the period 16 January 2018 to 30 January 2018 under the ticker KAHL IL and the ISIN code SE All Swedish banks and other securities institutions with the necessary permits can assist with trading in redemption shares. Foreign shareholders Shareholders who are not tax resident in Sweden participating in the redemption procedure and those shares are redeemed are normally obliged to pay Swedish withholding tax on the redemption amount, please see the section Tax issues in Sweden. Withholding tax will thus be, in accordance with current legislation, withheld for foreign shareholders in connection with the payment of the redemption amount. Consequently, part of the redemption amount could be withheld to cover withholding tax. Changed ISIN code for original share In connection with the redemption procedure, the ISIN code for the original KappAhl share will be changed to SE The new ISIN code is valid from 11 January INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 /7

8 FINANCIAL EFFECTS FOR KAPPAHL Provided that the Annual General Meeting resolves in accordance with the Board s proposal on an automatic redemption procedure, a total amount of SEK 499,332,470 will be transferred to the shareholders of KappAhl. In order to illustrate how the redemption procedure would affect the Group s and the parent company s consolidated financial statements as of 31 August 2017, pro forma figures are presented below for certain balance sheet items as well as certain key ratios. The accounts have been prepared as if the redemption procedure had been completed as of 31 August 2017, the redemption amount fully financed by a decrease of the Company s cash and cash equivalents. The capital distribution from KappAhl through the redemption procedure will only have a marginal effect on the Group s net interest income and on the income for the period. Hence, this effect has been left out in the accounts below. The following financial information does not consider the board of director s other proposal to the Annual General Meeting for ordinary dividend of SEK 2.00 per share. 8/ INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018

9 TAX ISSUES IN SWEDEN The presentation below is a summary of certain Swedish tax regulations that apply to shareholders of KappAhl as a result of the redemption procedure. The purpose of the summary is to provide general information only and, unless otherwise stated, the summary is based on regulations and practice currently in force for shareholders with an unlimited tax liability in Sweden. The summary is not intended to exhaustively cover all tax questions which may arise. The summary covers neither situations in which securities are held as current assets in business operations or are held by partnerships, nor does the summary cover the special rules that may apply to holdings in companies that have been acquired by means of qualified shares in closely held companies. The summary does not cover assets taxed on a standardized basis, such as assets held through investment savings accounts or endowment insurances. For shareholders that are not tax resident in Sweden, the tax consequences may be affected by provisions of the shareholder s home state and by tax treaties between Sweden and other states. The summary does not cover the particular tax consequences which may arise for other categories of shareholders, such as investment companies and investment funds as well as foundations and non-profit associations. The tax implications for each shareholder depend on the shareholder s specific circumstances. Each shareholder should consult a tax advisor for information on the specific tax consequences arising from the redemption procedure for their part. Share split and receipt of redemption shares Taxation is not triggered by the share split or the receipt of redemption shares. However, the redemption or other disposal of redemption shares can trigger capital gains taxation. Redemption and sale of redemption shares Individuals Individuals are subject to capital gains tax for the whole capital gain when shares are sold or redeemed. The current tax rate on capital gains for sale or redemption of listed shares is, as a main rule, 30 percent. The capital gain and capital loss are calculated to equal the difference between the proceeds received (sales gain or redemption amount) when the shares are sold or redeemed, after deduction for potential sale expenses, and the acquisition cost for tax purposes (Sw. omkostnadsbeloppet). The acquisition cost refers to acquisition expenses increased by expenses for improvement. The acquisition cost for listed shares is normally determined according to the so-called average method. This means that the average acquisition cost of all shares of the same type and class are added together and calculated collectively, with respect to changes to the holding. Alternatively, the so-called standard rule (Sw. schablonmetoden), according to which the acquisition cost is equal to 20 percent of the net proceeds received when the shares are sold or redeemed, may be applied to the disposal of listed shares and certain listed securities. In the case of KappAhl, the redemption shares will be listed on Nasdaq Stockholm during the trading period of 16 January - 30 January A share split means that the acquisition cost for tax purposes for the original shares is allocated to the original shares and the redemption shares. KappAhl will request the Swedish Tax Agency to issue recommendations regarding the allocation of the pre-split acquisition cost between the remaining shares and the redemption shares, respectively, see the section Acquisition cost of the redemption shares Example. As a main rule, 70 percent of a capital loss is deductible against any other taxable income from capital. Capital losses on other listed shares and securities taxed in the same manner as listed shares, other than listed shares in mutual funds containing only Swedish receivables, are, however, fully deductible against taxable capital gains on such assets or on non-listed shares in Swedish limited liability companies and foreign legal entities. Moreover, only five sixths of capital losses on non-listed shares in Swedish limited liability companies and foreign legal entities are deductible. If capital losses pertain to both listed and non-listed shares, the losses pertaining to the listed shares are deductible prior to the losses on the non-listed shares. 70 percent INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 /9

10 of any excess amount is deductible according to the main rule, or five sixths of 70 percent is deductible if the capital loss relates to non-listed shares, against other capital income. If a deficit arises within income from capital, a reduction of the tax on income from employment and from business operations, as well as the real estate tax and the municipal real estate fee, is allowed. The tax reduction amounts to 30 percent of any deficit not exceeding SEK 100,000 and 21 percent of any deficit in excess of SEK 100,000. Deficits cannot be rolled over to later fiscal years. Legal entities For limited liability companies and economic associations, capital gains on shares that are held for business purposes are normally tax-exempt and capital losses on such shares are normally non-deductible. Non-listed shares are considered held for business purposes. Listed shares held as capital assets are considered to be held for business purposes provided that the holding represents at least 10 percent of the voting rights or if the shares are held for business reasons. Moreover, a holding period requirement applies in respect of listed shares. For limited liability companies and other legal entities, capital gains on shares that are not tax-exempt are normally taxed as income from business activities at a flat rate of 22 percent. For the calculation of capital gains and losses, see the section Redemption and sale of redemption shares Individuals on the previous page. A capital loss on shares incurred by a corporate shareholder may be offset only against taxable gains on shares or other securities that are taxed in the same manner as shares. Such capital losses may however, under certain circumstances, also be deducted against capital gains within the same group of companies on shares and securities taxed in the same manner as shares, provided that the requirements for group contributions (tax consolidation) are met and that it is claimed by both companies for the fiscal year having the same tax return submission period. Capital losses on shares and securities taxed in the same manner as shares which are not deducted within a certain year, may be carried forward and offset against capital gains on such assets in future years without any limitation in time. Acquisition cost of the redemption shares Example The pre-split acquisition cost is normally allocated between the redemption shares and the remaining shares based on their respective market value at the time of the share split. Recommendations as to the allocation are issued by the Swedish Tax Agency. Information about the recommendations is expected to be made available at the Swedish Tax Agency s website, and KappAhl s website, in the spring of The principles are explained in the example set out below. Please note that the amounts below only serve as an example. A shareholder owns 100 KappAhl shares with an average acquisition cost of SEK 40 immediately prior to the share split. In connection to the share split, the shareholder receives 100 redemption shares. It is assumed that the lowest price paid on the last day of trading in KappAhl shares before the share split and separation of the redemption shares is SEK 50, that the redemption shares are listed and that the lowest price paid on the first day of trading in redemption shares is SEK Further, it is assumed that the Swedish Tax Agency based on this issues a recommendation that 13 percent (redemption shares of SEK 6.50 divided by SEK 50) of the pre-split acquisition cost should be allocated to the redemption shares and that the remaining 87 percent should be allocated to the remaining share. Accordingly, the acquisition cost allocated to each redemption share should be SEK 5.20 (13 percent of SEK 40). The acquisition cost allocated to the remaining share should be SEK 34.8 (87 percent of SEK 40). Should the redemption shares be disposed of (through sale or redemption) at a price of SEK 6.50 per redemption share, the total capital gain would be (SEK ) (SEK ) = SEK 120. The acquisition cost for redemption shares that have not been acquired as a consequence of the share split is calculated using the average method. The calculation is based on the actual acquisition cost for such shares. When applying the average method, redemption shares and remaining 10/ INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018

11 shares are not considered to be of the same type and class. The standard rule may be used when calculating the acquisition cost on listed shares. This means that if the acquisition cost of the redemption share in the example above was less than SEK 1.30, the standard rule would be more favourable, provided that the price paid for the redemption share is SEK Shareholders resident outside of Sweden for tax purposes Witholding tax For shareholders not resident in Sweden and not conducting business from a permanent establishment in Sweden, payments due to a reduction of the share capital by way of a redemption procedure are treated as dividend distributions, which normally mean that withholding tax is levied on the redemption proceeds. The withholding tax rate is 30 percent and is levied on the total redemption proceeds received. The withholding tax is often reduced under double taxation treaties between Sweden and other countries. The withholding of tax is normally effected by Euroclear or, if the shares are registered with a nominee, by the nominee. The witholding tax liability arises on the record day for redemption of redemption shares. Please note that there should be no withholding tax on proceeds from the sale of redemption shares prior to the redemption date. A shareholder may reclaim the amount of withholding tax that is attributable to an amount equal to the acquisition cost of the redemption share. Alternatively, the amount of withholding tax attributable to 20 percent of the redemption proceeds may be reclaimed, provided that the shares are listed. The acquisition cost should be calculated as explained in the section Acquisition cost of the redemption shares Example above. The refund application must be made in writing and submitted to the Swedish Tax Agency no later than by the end of the fifth calendar year following the redemption payment. For shareholders that are legal entities resident within the EU, there is normally no Swedish withholding tax if the shareholder holds 10 percent or more of the capital in the company whose shares are redeemed, provided that certain conditions are met. Furthermore, since the beginning of 2012 foreign investment funds are normally not liable to withholding tax in Sweden. Income Tax Generally, individual shareholders who are not fiscally domiciled in Sweden are normally not liable to Swedish tax on the sale of shares. Individuals who are resident outside of Sweden and who have previously been resident in Sweden may, however, be liable to tax on the sale of shares if they have been resident in Sweden or permanently lived in Sweden during the calendar year of the sale, or at any time during the ten preceding calendar years. The application of this rule may, however, be limited by double taxation treaties between Sweden and other countries. Foreign legal entities are normally not liable to income tax in Sweden on capital gains on Swedish shares unless the gains are connected to a so-called permanent establishment in Sweden. INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018 /11

12 QUESTIONS AND ANSWERS Why is KappAhl proposing an automatic redemption of shares? On the basis of the Group s strong results, cash flow and thereby solid balance sheet, a redemption of shares is a good way to distribute capital to the shareholders. Redemption is, moreover, advantageous from a tax standpoint for some shareholders. Why does KappAhl not use the capital for investments rather than distributing them to the shareholders? The Board of Directors believes that the liquidity of KappAhl is satisfactory and that the business may continue to develop with existing liquidity even after the proposed redemption procedure. What does the automatic redemption of shares mean? The automatic redemption mean that the shares that are named redemption shares in the Euroclear system, once the share split has taken place, will be redeemed in exchange for a predetermined cash consideration, with no need for any action on the part of the shareholders. It is a simple and efficient way to distribute funds to shareholders. As a shareholder, do I need to do anything? Provided that the Annual General Meeting on 5 December 2017 approves the automatic redemption procedure in accordance with the Board of Directors proposal, shareholders do not need to take any action in order to receive the redemption amount. KappAhl will automatically redeem your redemption shares and you will receive SEK 6.50 per redemption share. What day will be the record day? The record date for the share split and entitlement to redemption shares is 12 January What day is the last day to buy KappAhl shares in order to receive redemption shares? The last day of trading in KappAhl shares including the entitlement to redemption shares is 10 January What options do I have as a shareholder? Once the redemption is approved at the Annual General Meeting on 5 December 2017, you can await the redemp- tion procedure without doing anything. The redemption shares allocated to you will be automatically redeemed at SEK 6.50 per share in cash. Alternatively, you may sell your redemption shares before the redemption procedure is completed. Trading in redemption shares will take place during the trading period of 16 January - 30 January When is the redemption amount paid to the holders of redemption shares? Payment for redeemed shares is estimated to be made on 6 February How many shares will I have? You will have the same number of shares in KappAhl after the redemption procedure is carried out, provided that you do not buy or sell any shares. The redemption shares created through the share split will all be subject to automatic redemption. How and when will the KappAhl share price be affected? It is impossible to predict in detail how the share price will be affected by the share split and the redemption procedure. Theoretically, the price of the KappAhl share may decrease by the total redemption payment of the redemption share, that is SEK This change in the share price should occur one trading day prior to the record date for the share split. Why is the redemption procedure automatic? An automatic redemption procedure is a relatively simple and cost-efficient way of distributing funds to shareholders, since there is no need for action on the part of the shareholders. What are the tax consequences of the redemption procedure? The tax consequences for shareholders will vary depending on each shareholder s particular situation. Certain tax consequences for Swedish and foreign shareholders are briefly described in the section Tax issues in Sweden. In case you need more information on your personal tax consequences, we recommend you to contact a tax advisor. 12/ INFORMATION ABOUT PROPOSED REDEMPTION OF SHARES IN KAPPAHL AB (PUBL) 2017/2018

13 KappAhl AB, Box 303, SE Mölndal Telephone: Contact us via