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November 8, 2017 21:35

In a stock exchange announcement earlier today, SAS AB (publ) informed that it was evaluating the preconditions for carrying out a private placement of common shares for approximately SEK 1 billion. As a result of strong investor interest, SAS has decided to increase the volume of the potential issue to approximately SEK 1.25 billion.

The increase of the potential issue is within the scope of the authorization given by the Extraordinary General Meeting on November 3, 2017, which authorizes the issue of not more than 66 million common shares corresponding to almost 20 percent of the current number of common shares outstanding. The authorization granted by the Extraordinary General Meeting authorizes the Board of Directors to decide on a private placement, with deviation from the preferential rights of shareholders, to a number of selected Scandinavian and international institutional investors, as well as anchor investors and other investors whose participation, as deemed by the Board of Directors, would be beneficial for the successful implementation of the share issue.

SAS intends to use any issue proceeds raised to strengthen its shareholders’ equity and commence future redemption of preference shares from February 2018. Strengthening shareholders’ equity would also enable SAS to obtain improved terms and conditions for the financing of forthcoming aircraft investments and the refinancing of maturing loans.

Following the potential completion of a new share issue, SAS has agreed to a six months lock-up undertaking to not issue common shares after the private placement, subject to certain provisions in the Articles of Association of SAS and exemptions in accordance with market practice.

Nordea Bank AB (publ), SpareBank 1 Markets AS (Joint Global Coordinators and Joint Bookrunners) and HSBC Bank plc (Joint Bookrunner) have been appointed to evaluate the preconditions for conducting a private placement.


The release, publication or distribution of this press release in certain jurisdictions may be restricted or unlawful, and any person in the jurisdictions where this stock exchange announcement has been published or distributed should inform themselves of, and observe, any such legal restrictions. This stock exchange announcement does not constitute an offer, or an invitation to buy or subscribe for, any securities in SAS AB in any jurisdiction.

SAS Investor Relations
Björn Tibell, Head of Investor Relations, +46 (0)70 997 1437

This information is information that SAS AB is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 21.45 p.m. CET on November 8.

This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities issued by SAS AB (the “Company”) in any jurisdiction where such offer or sale would be unlawful.

In any EEA Member State that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This document and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to buy or subscribe for new shares in the share issue must be made solely on the basis of publicly available information, which has not been independently verified by Nordea Bank AB (publ), Sparebank1 Markets AS or HSBC Bank plc (together, the “Managers”). The Managers are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein. HSBC Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.

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