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SAS Capital/Financing Update 2014

Feb 18, 2014

2961_iss_2014-02-18_bf6a457e-558e-45df-bd10-37cd7fb01bd7.html

Capital/Financing Update

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The offer to subscribe to preference shares is increased and the subscription period for institutional investors shortened

The offer to subscribe to preference shares is increased and the subscription period for institutional investors shortened

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.

· The Board of Directors of SAS has resolved to increase the offer to

comprise 7 million preference shares, corresponding to SEK 3.5 billion,

as a result of very strong demand

· The subscription period in the institutional offer is shortened to

end on 19 February 2014 at 12.00 CET.

· Subscription price and other terms remain unchanged

· The Offer is conditional on, inter alia, that the AGM later today

approves the required proposals

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 totalling approximately 4 million preference shares,

at a subscription price of SEK 500 per preference share, including an

option to increase the offer to consist of up to 7 million preference

shares in total ("the Offer").

Very strong demand to subscribe in the Offer acknowledges the market's

confidence in SAS' continued progress. Consequently, the Board of

Directors of SAS has in consultation with Carnegie, Nordea and SEB,

decided to increase the Offer by approximately 3 million preference

shares, totalling 7 million preference shares. By increasing the number

of preference shares in the Offer, SAS may raise up to SEK 3.5 billion

before issue costs. The Board of Directors has also decided to shorten

the subscription period for the institutional investors to end on 19

February at 12.00 CET.

By increasing the Offer, SAS' financial position will be additionally

strengthened, assure the continued confidence from customers and

suppliers and reduce dependence on bank financing further. The

additional capital raised will also strengthen SAS' negotiating position

with regard to the financing of the ongoing renewal of the aircraft

fleet.

The Offer is conditional on, inter alia, that the AGM later today

approves the proposed changes to the Articles of Association and

authorises the Board of Directors to resolve on the issuance of

preference shares.

Carnegie Investment Bank AB (publ), Nordea Bank AB (publ), Markets -

Investment Banking and SEB Corporate Finance, Skandinaviska Enskilda

Banken AB are acting as financial advisors, Joint Lead Managers and

Joint Bookrunners for the Offer.

Mannheimer Swartling is legal advisor.

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 18 February 2014 at 11.15 CET.

IMPORTANT INFORMATION

The information in this press release is not an offer to acquire,

subscribe or otherwise trade in preference shares or other securities in

SAS. An invitation to the persons concerned to subscribe for preference

shares in SAS is only being made through the prospectus that SAS

published on 7 February 2014.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.