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Noteholders have approved the conversions of claims as part of SAS’ recapitalisation plan

2 September 2020, 15.00 CEST

SAS AB (publ) (the “Company” or “SAS”) has been informed by Intertrust (Sweden) AB of the outcome of the noteholders’ meetings held today with holders of the MSEK 1,500 subordinated perpetual floating rate capital securities (the “Existing Hybrid Notes”) and the MSEK 2,250 senior unsecured fixed rate bond due November 2022 (the “Bonds”).

Noteholders representing in aggregate 82 percent of the nominal amount of the Existing Hybrid Notes (equivalent to 97.72 percent of the votes cast at the noteholders’ meeting) and 74 percent of the nominal amount of the Bonds (equivalent to 99.17 percent of the votes cast at the noteholders’ meeting) have voted in favour of the conversions of the Existing Hybrid Notes and the Bonds, in accordance with the proposals set out in the notices to the noteholders’ meetings and as described in SAS’ press release on 14 August 2020. The proposed conversions have consequently been approved.

Hence, the Existing Hybrid Notes will be exchanged at 90% of par value for common shares in the Company at a subscription price of SEK 1.16 per share, subject to approval by the extraordinary shareholders’ meeting. The Bonds will be exchanged at 100% of par value for SEK denominated perpetual unsubordinated, unsecured, unguaranteed floating rate callable capital securities in the Company. Alternatively, and subject to approval by the extraordinary shareholders’ meeting, eligible holders of the Bonds will prior to the implementation of the conversions be presented with an offer, allowing the holders to subscribe for newly issued common shares in the Company at 100% of par value at a subscription price of SEK 1.16 per share, by setting off the claim under their Bonds as consideration. However, the aggregate number of new common shares to be issued to holders of the Bonds under the offer is limited to 969,827,586 shares (corresponding to 50% of the nominal amount of the Bonds).

The implementation of SAS’ recapitalisation plan will proceed in accordance with the timeline and on the terms communicated in SAS’ press release on 14 August 2020, with the upcoming extraordinary general meeting to be held on 22 September 2020.

For further information, please contact:

SAS press office, +46 8 797 2944

Michel Fischier, VP Investor Relations, +46 70 997 0673

This information was submitted by Michel Fischier for publication on 2 September 2020 at 3 p.m. CEST.


This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in SAS. Any offer in respect of any securities in connection with the rights issue will only be made through the prospectus that SAS expects to publish on or about 1 October 2020. The offers under the recapitalization plan are not made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the Securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of “investment professional” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release contains forward-looking statements that reflect SAS’ current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect SAS’ beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, SAS does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.