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SAS — Capital/Financing Update 2010
May 5, 2010
2961_rns_2010-05-05_ae5a6bc9-89f8-4c4c-8d03-04cef61389dc.html
Capital/Financing Update
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SAS announces final results of SAS rights issue - oversubscribed by 50.0 percent - and the record date for the reverse split
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, JAPAN
OR THE UNITED STATES
SAS announces final results of SAS rights issue - oversubscribed by 50.0
percent - and the record date for the reverse split
The final results of SAS AB's ("SAS") rights issue of which the
subscription period ended 29 April 2010, show that 7,377,901,437 shares,
corresponding to 99.7 percent of the offered shares were subscribed for
with subscription rights. In addition, 3,728,907,697 shares were
subscribed for without subscription rights, corresponding to 50.4
percent of the offered shares. Of the shares subscribed for without
subscription rights, 24,598,563 shares have been allocated to
subscribers based on the principles described in the prospectus
published on 9 April 2010. As a result the rights issue was
oversubscribed by 50.0 percent and the underwriting commitments did not
need to be utilised.
Through the rights issue SAS expects to receive proceeds of SEK
4,959,675,000 before transaction costs.
In order to enable and facilitate the rights issue, the Annual General
Meeting on 7 April 2010 resolved to reduce the company's share capital
by SEK 4,515,525,000 without redemption of shares whereby the quota
value for each share will be reduced from SEK 2.50 to SEK 0.67. As a
result of the rights issue the share capital is expected to be increased
by SEK 4,959,675,000 and following registration of the rights issue and
the reduction of share capital, the share capital will amount to SEK
6,612,900,000. The number of shares in the company is expected to be
increased by 7,402,500,000 shares to 9,870,000,000 shares.
The final day for trading in the BTA 1 is expected to be on or around 6
May 2010. Note that trading in BTA 1 on NASDAQ OMX Stockholm that occurs
on 6 May 2010 will settle with a two bank day settlement scheme as
opposed to three bank day settlement scheme. Trading in the new shares
subscribed for with subscription rights on NASDAQ OMX Stockholm, NASDAQ
OMX Copenhagen and Oslo Børs is expected to commence on or around 7 May
2010. Trading in the new shares subscribed for without subscription
rights on NASDAQ OMX Stockholm, NASDAQ OMX Copenhagen and Oslo Børs is
expected to commence on or around 21 May 2010.
The Annual General Meeting on 7 April 2010 resolved upon a reverse split
of SAS shares and authorized the Board of Directors to decide the record
date for the reverse split. Following the authorization the Board of
Directors has decided that the record date shall be 9 June 2010. The
reverse split will have the effect that thirty shares are consolidated
into one share. The last day of trading in the company's shares on
NASDAQ OMX Stockholm, NASDAQ OMX Copenhagen and Oslo Børs before the
reverse split is 4 June 2010 and the first day of trading in the
company's shares after the reverse split is 7 June 2010.
J.P. Morgan, Nordea and SEB Enskilda, are acting as Joint Global
Coordinators, Joint Lead Managers and Joint Bookrunners, DnB NOR Markets
and The Royal Bank of Scotland, are acting as Joint Lead Managers and
Joint Bookrunners, and Danske Markets, is acting as Co-Lead Manager for
the rights issue.
For further information, please contact
Sture Stølen, Head of SAS Group Investor Relations, +46 70 997 14 51
SAS Group Investor Relations
SAS 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 5 May 2010, at 5:10 p.m.
CET.
Disclaimer
This document is not being distributed to persons in any state or
jurisdiction where the offer or sale of the rights or shares 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 Rights or the Shares 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) to 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 Rights and the Shares 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.