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SAS Share Issue/Capital Change 2017

Nov 8, 2017

2961_iss_2017-11-08_ed4c2b9a-434f-4927-9146-c3f84527dbc8.html

Share Issue/Capital Change

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SAS evaluates preconditions for a private placement of approximately SEK 1 billion

SAS evaluates preconditions for a private placement of approximately SEK 1 billion

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER

JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

On the basis of the authorization to issue new shares received by the Board of

Directors at the Extraordinary General Meeting on November 3, 2017, SAS AB

(publ) has retained Nordea Bank AB (publ), SpareBank 1 Markets AS (Joint Global

Coordinators and Joint Bookrunners) and HSBC Bank plc (Joint Bookrunner) to

evaluate the preconditions for carrying out a private placement of common shares

for approximately SEK 1 billion through an accelerated book-building process.

SAS intends to use any issue proceeds raised to strengthen its shareholders'

equity and commence future redemption of preference shares from February 2018.

Strengthening shareholders' equity would also enable SAS to obtain improved

terms and conditions for the financing of forthcoming aircraft investments and

the refinancing of maturing loans.

The Extraordinary General Meeting of SAS held on November 3, 2017 resolved to

authorize the Board of Directors to decide on the issue of not more than 66

million new common shares, with deviation from the preferential rights of

shareholders, in the form of a private placement to a number of selected

Scandinavian and international institutional investors, as well as anchor

investors and other investors whose participation, as deemed by the Board of

Directors, would be beneficial for the successful implementation of the share

issue.

Following the potential completion of a new share issue, SAS has agreed to a six

months lock-up undertaking to not issue common shares after the private

placement, subject to certain exemptions in accordance with provisions in the

Articles of Association of SAS and market practice.

Important information

The release, publication or distribution of this press release in certain

jurisdictions may be restricted or unlawful, and any person in the jurisdictions

where this stock exchange announcement has been published or distributed should

inform themselves of, and observe, any such legal restrictions. This stock

exchange announcement does not constitute an offer, or an invitation to buy or

subscribe for, any securities in SAS AB in any jurisdiction.

SAS Investor Relations