SAS Group Announces publication of Prospectus, IPO Timetable and Price Range for the Listing of Rezidor Hotel Group AB (publ)
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan.
Offer price range: SEK 43- 52 per share
Application period for the public in Sweden: November 13- 24, 2006
Expected first day of trading: November 28, 2006Following the announcement by SAS Group (“SAS”) on 26 October detailing Rezidor Hotel Group’s (‘Rezidor’) intention to seek a listing on the Stockholm Stock Exchange before the end of 2006, SAS today announces the publication of a Swedish Prospectus and an international Offering Circular (together the “Prospectus”), including the IPO timetable, and the expected price range of SEK 43- 52 per share. Based on the mid-point of the price range, the total market capitalisation for Rezidor would be approximately SEK 7,125 billion (approximately MEUR 784).
SAS expects to sell its entire shareholding in Rezidor in connection with the share offer, which will be made to the general public in Sweden and to institutional investors in Sweden and abroad (the “Offer”). The Offer consists of (i) a public offer to investors in Sweden pursuant to a Swedish prospectus, (ii) a private placement in the United States to qualified institutional buyers pursuant to the international Offering Circular and in reliance on Rule 144A under the U.S. Securities Act, and (iii) a private placement outside Sweden and the United States pursuant to the international Offering Circular and in compliance with Regulation S under the U.S. Securities Act. No commission will be charged to investors.
UBS Investment Bank is acting as sole global coordinator of the Offer. Credit Suisse, SEB Enskilda and UBS Investment Bank are joint bookrunners.
The offer price will be determined through a book-building process among institutional investors. The price for the public in Sweden will not exceed SEK 52 per share. Following the book-building process, the announcement of the Offer price and commencement of trading in the Rezidor shares on the Stockholm Stock Exchange are expected on or about 28 November 2006.
The Offer by SAS comprises 84,783,762 shares, representing approximately 56.5 percent of the total outstanding share capital and votes of Rezidor. Rezidor will not receive any proceeds from the sale of shares in the Offer. SAS has granted the joint bookrunners an option to purchase up to 12,717,564 additional shares in all, representing approximately 8.5 percent of Rezidor’s total outstanding shares, exercisable within 30 days after the date the shares commence trading on the Stockholm Stock Exchange, to cover over-allotments, if any, in connection with the Offer.
Subject to the Offer being fully implemented and the over-allotment option being exercised in full, the total value of the Offer will amount to MSEK 4 193 – 5 070 (approximately MEUR 461 – 558).
Separate from the Offer but conditional upon the Offer being consummated, SAS will sell 15,000,204 shares, equal to 10.0 percent of outstanding share capital and votes in Rezidor, to Carlson Hotels Worldwide Inc. (“Carlson”), Rezidor’s other current shareholder, and a leading U.S. travel and hospitality company, at a price equal to the IPO Offer price. Prior to the listing, Carlson will thus increase its stake from 25 percent to 35 percent of the share capital and votes of Rezidor. SAS will not hold any shares in Rezidor after the completion of the Offer, assuming the over-allotment option is exercised in full.
The Swedish prospectus is available on Rezidor’s website www.rezidor.com and on the web site of SEB Enskilda at www.seb.se/prospekt from November 13, 2006. The Swedish prospectus will also be available in hard copy at the Group management office of Rezidor, Avenue du Bourget 44, B-1130 Brussels, Belgium, at the Swedish head office of Rezidor, Hemvärnsgatan 15, 6th floor, Solna, and at SAS, Frösundaviks Allé 1, as well as at the offices of Credit Suisse, SEB Enskilda and UBS Investment Bank.
Publication of prospectus Nov. 13, 2006
Application period for the public In Sweden Nov. 13-Nov. 24, 2006
Book-building period for institutional investors Nov. 13-Nov. 27, 2006
Offer price made public and first day of trading Nov. 28, 2006
SAS GROUP INVESTOR RELATIONS
For additional information, please contact:
Hans Ollongren, SVP, Corporate Communications & Public Affairs + 46 70 997 1950
Sture Stölen VP, Head of SAS Group Investor Relations +46 70 997 1451
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America. The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of Securities in the United States of America.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication if directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.