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SAS — Share Issue/Capital Change 2010
May 10, 2010
2961_rns_2010-05-10_89e87f39-da7a-433d-8ea5-a4676d52d3cd.html
Share Issue/Capital Change
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SAS resolves that the 1.60 billion convertible bonds due 2015 will be convertible into ordinary shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA,CANADA, JAPAN
OR THE UNITED STATES
SAS resolves that the 1.60 billion convertible bonds due 2015 will be
convertible into ordinary shares
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 1451
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 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.