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SAS resolves that the 1.60 billion convertible bonds due 2015 will be convertible into ordinary shares

May 10, 2010 08:30

As announced on 19 March 2010, SAS AB (publ) (“SAS” or the “Company”) has issued SEK 1.60 billion of convertible bonds due 2015 with an annual coupon of 7.5 per cent (the “Bonds”). The Board of Directors has on 7 May 2010, by virtue of the authorization by the 2010 Annual General Meeting (the “AGM”), resolved to allow the Bonds to be converted into up to in total 1,032,258,064 ordinary shares in the Company, each with a quota value of SEK 0.67. If all Bonds are converted into shares, the Company’s share capital will increase by SEK 691,612,902.88. The Bond holders’ right to convert Bonds for cash will simultaneously cease to apply.

The conversion price is SEK 1.55 per ordinary share. The conversion price (and, as a consequence thereof, the number of ordinary shares that may be received upon conversion) may be adjusted in the event of a bonus issue, new share issue, issue of warrants or other convertible securities and under certain other circumstances (including the forthcoming reverse share split resolved upon by the AGM).

The net proceeds of the Bond issue have now been released to the Company from escrow, increasing the Company’s cash and cash equivalents by approximately SEK 1.57 billion as of 7 May 2010.

For additional information on the Bonds, please see the Company’s press releases relating thereto on 19 March 2010 and 9 April 2010.For further information, please contact
Sture Stølen, Head of SAS Group Investor Relations, +46 70 997 1451SAS discloses this information pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. The information was provided for publication on 10 May 2010, at 08:30 CET.

DISCLAIMER
This document is not being distributed to persons in any state or jurisdiction where the offer or sale of the securities is not permitted.

These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the securities does not intend to register any part of the offering in the United States or to conduct a public offering of the securities in the United States.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from the SAS Group. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

In any EEA Member State that has implemented the Prospective 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.

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