SAS announces update on support from noteholders
26 August 2020, 18.00 CEST
As part of the revised recapitalization plan announced by SAS AB (publ) (the “Company” or “SAS”) on 14 August 2020, SAS offered a fee of 0.2% of the nominal amount of each MSEK 2,250 senior unsecured fixed rate bond due November 2022 (the “Bonds”) and each MSEK 1,500 subordinated perpetual floating rate capital security (the “Existing Hybrid Notes”) for which votes are cast before noon on 26 August 2020 (the “Early Bird Deadline”), provided that the conversions of the Bonds and the Existing Hybrid Notes are consummated.
SAS has, upon expiry of the Early Bird Deadline, received information from Intertrust (Sweden) AB (the “Agent”), being the agent under the Bonds and the Existing Hybrid Notes, summarizing the number of voting forms and powers of attorney submitted to the Agent by holders of the Bonds and of the Existing Hybrid Notes.
As of 26 August 2020, the Agent has received voting forms and powers of attorney from noteholders representing in aggregate 73.05 percent of the nominal amount of the Bonds and 78.50 percent of the nominal amount of the Existing Hybrid Notes. These noteholders have authorised the Agent to vote in favour of the conversions on behalf of 72.47 percent of the Bonds (equivalent to 99.21 percent of the received voting forms and powers of attorney) and against the conversion on behalf of 0.57 percent of the Bonds (equivalent to 0.79 percent of the received voting forms and powers of attorney). The Agent has also been authorized to vote in favour of the conversions on behalf of 77.00 percent of the Existing Hybrid Notes (equivalent to 98.09 percent of the received voting forms and powers of attorney) and against the conversion on behalf of 1.50 percent of the Existing Hybrid Notes (equivalent to 1.91 percent of the received voting forms and powers of attorney).
SAS will announce the outcome of the votes cast by the holders of the Bonds and the Existing Hybrid Notes immediately after the noteholders’ meetings have been held on 2 September 2020, which outcome may differ from the voting forms and powers of attorney received by the Agent at the Early Bird Deadline.
Further information about the notice to the meetings with the holders of the Bonds and the Existing Hybrid Notes can be found at the Company’s webpage www.sasgroup.net/investor-relations/recapitalization-plan.
For further information, please contact:
SAS press office, +46 8 797 2944
Michel Fischier, VP Investor Relations, +46 70 997 0673
This is information that SAS AB is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was submitted by Michel Fischier for publication on 26 August 2020 at 6 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 Initial Recapitalization Plan and the Revised 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.