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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.