SAS announces outcome of the rights issue
21 October 2020, 17.15 CEST
The final outcome of SAS AB’s (“SAS” or the “Company”) rights issue, for which the subscription period ended on 19 October 2020 at 17:00 CEST, shows that 3,443,242,959 common shares, corresponding to 100% of the offered shares, will be issued. SAS will announce the final outcome of the bondholder offer, as well as the number of shares subscribed for by the governments of Denmark and Sweden in the directed issue of common shares, on 23 October 2020.
In the rights issue, 2,893,845,046 common shares, corresponding to approximately 84.04% of the offered shares, were subscribed for by the exercise of subscription rights. Additionally, applications for subscription without subscription rights of 221,730,478 common shares, corresponding to approximately 6.44% of the offered shares, have been received. In aggregate, the subscriptions by exercise of subscription rights and the applications for subscription without subscription rights correspond to approximately 90.48% of the shares offered. Hence, the underwriting commitments by the Company’s major shareholders, the governments of Denmark and Sweden, will be exercised in part, as a result of which the governments of Denmark and Sweden, in addition to their pro rata subscriptions, in aggregate will subscribe for an additional 327,667,435 common shares, corresponding to approximately 9.52% of the offered shares. In total, 3,443,242,959 common shares, corresponding to 100% of the offered shares, will be issued in the rights issue whereby SAS will raise proceeds corresponding to approximately MSEK 3,994 before issue costs.
Those who have subscribed for common shares without subscription rights will be allotted shares according to the principles outlined in the prospectus published on 30 September 2020. Subscribers who have been allotted shares without subscription rights are expected to be notified on or around 22 October 2020. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the relevant nominee.
Information on the increase of the Company’s number of outstanding shares due to the bondholder offer, the conversion of the existing hybrid notes into common shares and the directed issue of common shares to the governments of Denmark and Sweden, will be announced on 23 October 2020.
The last day of trading in interim shares (BTAs) will be 30 October 2020. The new shares are expected to start trading on Nasdaq Stockholm, Nasdaq Copenhagen and Oslo Børs on or around 3 November 2020 and are expected to be delivered on or around 5 November 2020.
“I am grateful for the support from our largest owners, the Government of Sweden, the Government of Denmark and Knut and Alice Wallenberg’s Foundation, that they have demonstrated throughout this recapitalization process. I am also thankful for the support and trust demonstrated by individual and institutional investors by participating in the rights issue, despite the challenging times that the aviation industry is currently undergoing. Looking ahead, our focus is to execute on our business plan aimed at adapting SAS to a market defined by lower demand, and to return as a profitable and more sustainable airline as the world recovers from the COVID-19 pandemic,” says Rickard Gustafson, CEO SAS.
For further information, please contact:
SAS press office, +46 8 797 2944
Michel Fischier, VP Investor Relations, +46 70 997 0673
Advisors to the Company
Skandinaviska Enskilda Banken AB is financial advisor to SAS and Global Coordinator in connection with the recapitalization plan.
Mannheimer Swartling Advokatbyrå AB and Davis Polk & Wardwell London LLP are legal advisors to SAS.
Skandinaviska Enskilda Banken AB (publ), Danske Bank A/S, Danmark, Sverige Filial and Swedbank AB (publ) have been appointed Solicitation Agents and Joint Bookrunners in the rights issue.
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 21 October 2020 at 17:15 CEST.
IMPORTANT INFORMATION
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, Hong Kong, India, Japan, Singapore 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 or the bondholder offer will only be made through the prospectus that SAS made public on 30 September 2020, including the supplement that SAS made public on 7 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.