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SAS STRENGTHENS SHAREHOLDERS’ EQUITY BY APPROXIMATELY MSEK 1,270 THROUGH A PRIVATE PLACEMENT OF 52.5 MILLION COMMON SHARES

November 9, 2017 08:00

On the basis of the authorization received by the Board of Directors at the Extraordinary General Meeting on November 3, 2017, and in line with the indications released by SAS in its stock exchange announcements on November 8, 2017, SAS AB (publ) has decided to conduct a private placement by issuing 52.5 million common shares at a subscription price of SEK 24.20 per common share, corresponding to a discount of 7.3% compared with the closing price on November 8, 2017. The subscription price has been set through an accelerated book-building process.

In accordance with the authorization granted by the Extraordinary General Meeting on November 3, 2017, 52.5 million new common shares were successfully placed and are being subscribed for by 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. The Danish state participated in the accelerated book-building process and received allocation of approximately 7.5 million common shares.

The reason for deviating from the preferential rights of existing shareholders was to enable a capital increase in a time and cost-efficient manner, in order to strengthen shareholders’ equity. SAS now intends to initiate redemption of preference shares from February 2018, using the proceeds from this private placement and acquired earnings. The strengthening of shareholders’ equity is also expected to enable SAS to obtain improved terms and conditions for the upcoming financing of aircraft investments and the refinancing of maturing loans. Before transaction costs, the new share issue will raise proceeds of approximately MSEK 1,270 for SAS.

Following the new share issue, the number of shares in SAS AB will total 389,582,551 shares (allocated between 382,582,551 common shares and 7,000,000 preference shares). The new share issue will increase the number of common shares by 15.9%, which corresponds to a dilution effect of around 13.7% of the number of common shares.

“The new share issue strengthens SAS’s financial position and provides favorable preconditions moving forward to reduce the total financing costs. We now look forward to leveraging the trust placed in us by new and existing shareholders to further strengthen SAS’s long-term return,” says Rickard Gustafson, President and CEO of SAS.

In conjunction with the new share issue, SAS has engaged Nordea Bank AB (publ), SpareBank 1 Markets AS (Joint Global Coordinators and Joint Bookrunners) and HSBC Bank plc (Joint Bookrunner). Mannheimer Swartling and Davis Polk & Wardwell has acted as legal advisors to SAS and Roschier has acted as legal advisor to the Joint Global Coordinators and Joint Bookrunners.

Subscription, payment and delivery of the new shares is expected to be conducted through the offices of the Joint Global Coordinators and the Joint Bookrunners within around two bank days, until which time, customary terms and conditions apply for termination of the placing agreement entered into in conjunction with the transaction.

To facilitate the delivery of shares to investors in the new share issue, the Knut and Alice Wallenberg Foundation has, on the request of SAS, lent approximately 24.9 million common shares to Nordea Bank AB (publ). No remuneration is payable for the share loan, which will be returned when all of the new shares have been registered with the Swedish Companies Registration Office.

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.

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 8.00 a.m. CET on November 9.

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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