The Board of Directors of SAS has resolved to complete the Offer by issuing preference shares of SEK 3.5 billion
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or any other jurisdiction where such action would be prohibited.On 7 February 2014, SAS announced an offer to the general public in Denmark, Norway and Sweden, and institutional investors to subscribe for preference shares amounting to approximately 4 million preference shares, at a subscription price of SEK 500 per preference share, including an option to increase the offer to 7 million preference shares in total (“the Offer”). The Offer, which was conditional on, inter alia, the Annual General Meeting (”AGM”) authorising the Board of Directors to resolve on the issue of preference shares, was increased to 7 million preference shares on 18 February 2014.
The Offer has generated strong interest from both investors in SAS shares and other financial instruments, the general public in Denmark, Norway and Sweden as well as institutional investors.
With the support of the authorisation that the Board of Directors obtained at the AGM on 18 February 2014, the Board has resolved to issue 7,000,000 preference shares at a price of SEK 500 per preference share. The issue provides SAS with a total of SEK 3.5 billion before issue costs. Investors from the general public in Denmark, Norway and Sweden and private banking clients were allotted approximately 40% in total of the preference share issue and institutional investors approximately 60%.
Settlement date is 28 February 2014 and the first day of trading in SAS preference shares (ticker: SAS PREF) on NASDAQ OMX Stockholm is expected to be 7 March 2014. Interim shares (BTA) will not be admitted to trading. Record dates for the following four dividend payments are 5 May 2014, 5 August 2014, 5 November 2014 and 5 February 2015.
The total number of shares in SAS will amount to 336,000,000 after the issue, of which 329,000,000 are common shares and 7,000,000 are preference shares.
Following the successful issue, SAS has decided to cancel the current revolving credit facility (the ”RCF”), which was signed in conjunction with the launch of the realignment programme 4XNG during the autumn of 2012. The result will be impacted by a charge of MSEK 234 in connection with the cancellation.
SAS’ CEO Rickard Gustafson says: “SAS’ issue of preference shares has generated considerable interest and we are honoured by the support that the capital markets have shown SAS once again. The demand has exceeded our expectations several times over, and has resulted in significant oversubscription. The issue will provide the appropriate conditions for SAS to reach its financial targets ahead of what would otherwise have been the case, in addition to providing capital for the ongoing modernisation of the aircraft fleet. We now move forward with a strengthened financial platform which meets our long-term needs, without the current RCF.”
For additional information:
Press Office telephone: +46 8 797 2944
SAS Group Investor Relations
SAS discloses this information pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act and the corresponding Danish and Norwegian legislations. The information was provided for publication on 24 February 2014 at 18.00 CET.
The information in this press release is not an offer to acquire, subscribe or otherwise trade in preference shares or other securities in SAS. This press release may not, directly or indirectly, be released or published in or distributed to or within the United States, Canada, Japan, Australia or any other jurisdiction where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law. The Offer is not made to, and application forms will not be approved from, share subscribers (including shareholders), or persons acting on behalf of share subscribers, in said countries or persons in any other jurisdiction where applications for the subscription for preference shares would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Nor may the information in this press release be forwarded or reproduced in any way that would violate such restrictions or would give rise to such requirements. Measures in violation of the restrictions may constitute a breach of relevant securities legislation.
No shares paid and subscribed for nor preference share issued by SAS (“Securities”) have been registered, and will not be registered, under the United States Securities Act of 1933 (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, resold, delivered or otherwise transferred, directly or indirectly, within the United States or to U.S. persons as defined in Regulation S under the Securities Act (“Regulation S”). The Securities are being offered outside the United States in reliance on Regulation S. There will not be any public offering of Securities in the United States or to U.S. persons. This press release may contain 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. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome may differ materially from forward-looking statements.