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 unlawful.
The Board of Directors of SAS AB (“SAS”
or the “Company”) (the “Board”) has
today resolved to issue new hybrid notes
and shares, in accordance with the
Company’s recapitalization plan as described
in the press release announced on
14 August 2020 (the “Recapitalization
Plan”).
The Extraordinary General Meeting held on 22 September 2020 authorized
the Board
to resolve to increase the Company’s share capital through new issues
of common
shares with or without disapplication of the shareholders’
preferential rights.
As a result, all material conditions for the
Recapitalization Plan have been
fulfilled and the Board has resolved to issue
new hybrid notes and shares as
follows:
· a directed issue of MSEK 6,000 new
hybrid notes (the “New State Hybrid
Notes”) to the governments of Sweden and
Denmark (the “Major Shareholders”),
· a directed issue of up to MSEK 2,250
new hybrid notes (the “New Commercial
Hybrid Notes”) in exchange for SAS’
outstanding senior unsecured fixed rate bond
due 24 November 2022 (the
“Bonds”),
· a directed issue of common shares to the Major Shareholders of up
to
approximately MSEK 2,006 (the “Directed Issue”),
· a rights issue of
common shares of up to approximately MSEK 3,994 (the
“Rights Issue”),
· a
set-off issue of common shares to holders of SAS’ MSEK 1,500
subordinated
perpetual floating rate capital securities (the “Existing Hybrid
Notes”), and
· a set-off issue of common shares to holders of the Bonds under
a separate
offer to the holders of the Bonds (the “Bondholder Offer”).
The
Rights Issue, the Directed Issue and the two set-off issues are below
jointly
referred to as the “Share Issues”. All issuances of New State Hybrid
Notes and
New Commercial Hybrid Notes, as well as the Share Issues are made on
the terms
and conditions set out in the press release of 14 August 2020. The
subscription
price in all the Share Issues, including the Rights Issue, is SEK
1.16 per new
share, which corresponds to a preliminary price of DKK 0.8268 and
NOK 1.2175
per new share.[1] (http://#_ftn1) The disapplication of the
shareholders’
preferential right in the Directed Issue and the two set-off
issues is a result
of extensive and complex negotiations with major
shareholders, noteholders and
other stakeholders and was necessary in order to
reach an agreement on the
Recapitalization Plan as a whole and thereby secure
necessary funding.
As
previously announced by SAS, the Recapitalization Plan aims at converting
SEK
2.25 billion of debt to equity and raise SEK 12 billion of new equity,
before
recapitalization costs estimated at approximately MSEK 150, and restore
SAS’
equity by SEK 14.25 billion. The Recapitalization Plan is supported by the
Major
Shareholders and the third largest shareholder, the Knut and Alice
Wallenberg
Foundation (“KAW”) who have undertaken to subscribe for and/or
underwrite shares
in aggregate corresponding to 81.5% of the Rights Issue in
total. The Major
Shareholders’ participation in the Recapitalization Plan was
declared compatible
with applicable EU state aid rules by the European
Commission[2] (http://#_ftn2)
on 17 August 2020 and the Major Shareholders were
granted exemptions from the
mandatory bid requirements from the Swedish
Securities Council on 19 August
2020. The holders of Bonds and Existing Hybrid
Notes subsequently approved the
conversions of claims as a part of the
Recapitalization Plan on the noteholders’
meetings held 2 September
2020.
Details on the Issue of New State Hybrid Notes
The Board has resolved,
in accordance with previous communication, to issue New
State Hybrid Notes
comprising two sets of hybrid notes; one set (“NSHN1”) to be
subscribed for by
the Major Shareholders in the total amount of MSEK 5,000,
split equally between
them, and the other set (“NSHN2”) to be subscribed for by
the Government of
Denmark in the total amount of MSEK 1,000. The terms and
conditions of the New
State Hybrid Notes, including the floating interest rate
with a margin stepping
up, were further described in the press release announced
on 14 August 2020.
The New State Hybrid Notes will be issued on or around 26
October
2020.
Details on the Issue of New Commercial Hybrid Notes
The Board has
resolved, in accordance with previous communication, to issue New
Commercial
Hybrid Notes to the holders of the outstanding Bonds in exchange for
conversion
of the Bonds at 100% of par value. The terms and conditions of the
New
Commercial Hybrid Notes, including the floating interest rate with a
margin
stepping up, were further described in the press release announced on 14
August
2020. The conversion of the Bonds into the New Commercial Hybrid Notes
will be
completed on or around 23 October 2020. Alternatively, holders of the
Bonds may
prior to the implementation of the conversion accept to convert the
Bonds into
common shares pursuant to the Bondholder Offer as further described
below.
Details on the Share Issues
The Directed Issue in brief
· The Board
has resolved on the Directed Issue that will raise proceeds of up
to
approximately MSEK 2,006 before transactions costs. The Directed Issue
will
increase SAS’ share capital by a maximum of SEK 1,296,878,125.50 through
the
issuance of up to 1,729,170,834 new common shares.
· The Directed Issue
is made with disapplication of the shareholders’
preferential rights as it will
be directed to the Major Shareholders. The
allocation of shares between the
Major Shareholders will be determined based on
the final outcome of the Rights
Issue whereby the Government of Sweden and the
Government of Denmark will end
up holding the same number of shares and votes in
the Company.
· The
subscription price in the Directed Issue is SEK 1.16 per common share
and the
subscription shall take place no later than 23 October 2020. Payment for
new
shares shall be made in cash no later than three (3) business days
thereafter.
The Board is entitled to extend the period for subscription and
payment.
The
Rights Issue in brief
· The Board has resolved on the Rights Issue that will
raise proceeds of up to
MSEK 3,994 before transaction costs. A fully subscribed
Rights Issue will
increase SAS’ share capital by SEK 2,582,432,219.25 through
the issuance of
3,443,242,959 new common shares.
· The subscription period
will run from and including 2 October 2020 up to and
including 19 October 2020
at 5:00 p.m. CEST, or such later date as determined by
the Board.
· The
subscription price in the Rights Issue is SEK 1.16 per common
share,
corresponding to a preliminary price of DKK 0.8268 and NOK 1.2175 per
common
share.[3] (http://#_ftn3)
· Those who on the record date of 30
September 2020 are registered as
shareholders in SAS will receive nine (9)
subscription rights for each common
share held on the record date. One (1)
subscription right entitle to
subscription for one (1) new common share. To the
extent new shares are not
subscribed for with preferential rights, they shall
be allotted to shareholders
and other eligible investors who have subscribed
for shares without preferential
rights, and thereafter to the Major
Shareholders in their capacities as
underwriters up to their respective
underwriting amounts.
· The record date for the right to participate in the
Rights Issue is 30
September 2020. The last day of trading in the SAS share
inclusive of the right
to participate in the Rights Issue is 28 September
2020.
· The subscription rights will be traded at Nasdaq Stockholm,
Nasdaq
Copenhagen and Oslo Børs during the period 2 October 2020 – 15 October
2020.
· During the period from and including 29 September 2020 up to and
including
1 October 2020, no SAS shares can be transferred between the trading
venues of
Nasdaq Stockholm, Nasdaq Copenhagen and Oslo Børs.
The complete
terms of the Rights Issue and further information regarding SAS
will be
presented in the prospectus, which will be published on or around 30
September
2020.
Set-off issue to holders of Existing Hybrid Notes in brief
· The
Board has resolved on a set-off issue to holders of Existing Hybrid
Notes that
will increase SAS’ share capital by up to SEK 872,844,827.25 through
the
issuance of up to 1,163,793,103 new common shares.[4] (http://#_ftn4)
· The
set-off issue to holders of Existing Hybrid Notes will be made
with
disapplication of the shareholders’ preferential rights as it will be
directed
to those who are registered as holders of the Existing Hybrid Notes in
the debt
register kept by Euroclear Sweden as of 19 October 2020.
·
Subscription for new common shares by set-off against claims under the
Existing
Hybrid Notes shall be made at 90% of par value by 19 October 2020 at
5:00 p.m.
CEST, or such later date as determined by the Board. Subscription will
be made
by Intertrust (Sweden) AB, on behalf of the holders of the Existing
Hybrid
Notes.
· The subscription price in the set-off issue is SEK 1.16 per common
share.
The Bondholder Offer and set-off issue to holders of Bonds in brief
· The Board has resolved to issue common shares to eligible holders of
the
Bonds who will, as an alternative to conversion of the Bonds into New
Commercial
Hybrid Notes, be able to subscribe for newly issued common shares in
the Company
by setting off the claim under their Bonds as consideration,
subject to certain
conditions.
· The Bondholder Offer will, if fully
subscribed, increase SAS’ share capital
by a maximum of SEK 727,370,689.50
through the issuance of not more than
969,827,586 new common shares.
· The
Bondholder Offer will be made through a set-off issue with
disapplication of
the shareholders’ preferential rights as it will be directed
to those who are
registered as holders of the Bonds in the debt register kept by
Euroclear
Sweden as of 19 October 2020.
· Subscription for new common shares by set-off
against claims under the Bonds
are made at 100% of par value and subscription
shall be made during the period
as from 2 October 2020 up to and including 19
October 2020 at 5:00 p.m. CEST, or
such later date as determined by the Board.
· The maximum aggregate number of new common shares to be issued under
the
Bondholder Offer corresponds to a conversion of 50% of the nominal amount
of the
Bonds and, in case of oversubscription, the allotment of new shares to
holders
of Bonds subscribing for more than 50% of the nominal amount of their
Bonds will
be scaled down on a pro rata-basis. Any remaining nominal amount of
their Bonds
(or if less, part of the nominal amount of a Bond) not used as
payment for
common shares will be used as payment for subscription of the New
Commercial
Hybrid Notes at 100% of par value.
· The subscription price in the
Bondholder Offer is SEK 1.16 per common share.
The complete terms of the
Bondholder Offer and further information regarding SAS
will be presented in the
prospectus, which will be published on or around 30
September
2020.
Subscription undertakings and underwriting commitments from
shareholders
As previously announced, the Major Shareholders and KAW have
undertaken to
exercise their preferential rights in the Rights Issue and
thereby subscribe for
new shares corresponding to their respective holdings in
SAS, totalling
approximately 35.56% of the Rights Issue. In addition, the Major
Shareholders
have underwritten additional shares in the Rights Issue at an
aggregate amount
of up to approximately MSEK 1,835, corresponding to
approximately 45.94% of the
Rights Issue. The Major Shareholders have also
undertaken to subscribe for
shares in the Directed Issue for an aggregate
subscription amount of
approximately MSEK 2,006, as well as for the New State
Hybrid Notes for an
aggregate amount of MSEK 6,000 (the NSHN1 in an amount of
MSEK 5,000, split
equally among the Major Shareholders and the NSHN2 in an
amount of MSEK 1,000 to
the Government of Denmark).
The conditions of the
subscription undertakings and underwriting commitments
were set out in the
Company’s press release of 14 August 2020 and will be
further described in the
prospectus to be announced on or around 30 September
2020. Each of the Major
Shareholders were on 19 August 2020 granted an exemption
by the Swedish
Securities Council in respect of the Swedish mandatory bid
obligation for the
event its shareholding in the Company, as a consequence of
its respective
participation in the Recapitalization Plan, would equal or exceed
30% of the
votes.
Shareholder structure following the Recapitalization Plan
Following a
successful implementation of the Recapitalization
Plan,[5] (http://#_ftn5) the
total number of shares and votes in the Company
will, as previously announced,
increase by up to 7,306,034,482 to up to
7,688,617,033 corresponding to a
dilution of approximately
95%.[6] (http://#_ftn6) Further details about the
shareholder structure and the
dilution can be found in the Company’s press
release of 14 August 2020 and will
be further described in the prospectus.
Key
indicative dates
The implementation of the Recapitalisation Plan will proceed
on the terms and
conditions communicated in SAS’ press release on 14 August
2020. The preliminary
timetable for the implementation of the Recapitalization
Plan has, however, been
slightly adjusted in accordance with the
following:
The last day of trading in SAS’ 28
September 2020
shares inclusive of the right to
participate in the Rights
Issue
First day of trading in SAS’ shares 29 September
2020
exclusive of the right to
participate in the Rights Issue
Record date for
Rights Issue 30 September 2020
Rights Issue and
Bondholder Offer 30 September 2020
prospectus made
public
Subscription period for the 2 October 2020 – 19 October (5
p.m.) 2020
shareholders in Rights Issue and
for holders of Bonds in
the
Bondholder Offer
First day of trading in
2 October 2020
subscription rights in Rights Issue
First day of trading in
interim 2 October 2020
shares (BTAs) in the
Rights Issue
(Nasdaq
Stockholm)[7] (http://#_ftn7)
Last day of trading in
subscription 15 October 2020
rights in Rights Issue
and of
trading in the Bonds and the
Existing Hybrid Notes
Announcement of
outcome of the 21 October 2020
Rights
Issue
Announcement of outcome of the 23 October
2020
Bondholder Offer
Delivery of interim shares (BTAs)
23 October 2020
to holders of Bonds subscribing for
shares, as well as to
holders of
Existing Hybrid Notes following
conversion into shares
Conversion of
Bonds to New 23 October 2020
Commercial
Hybrid Notes
Issuance of New State Hybrid Notes 26
October 2020
Last day of trading in BTAs 30
October 2020
Delivery of shares / conversion of 5
November 2020
BTAs into new common shares
For further information, please
contact:
SAS press office, +46 8 797 2944
Michel Fischier, VP Investor
Relations, +46 70 997 0673
Advisors to the Company
Skandinaviska Enskilda
Banken AB is financial advisor to SAS and Global
Coordinator in connection with
the Recapitalization Plan.
Mannheimer Swartling Advokatbyrå AB and Davis Polk
& Wardwell London LLP are
legal advisors to SAS.
Skandinaviska Enskilda Banken
AB (publ), Danske Bank A/S, Danmark, Sverige
Filial and Swedbank AB (publ) have
been appointed Solicitation Agents and Joint
Bookrunners in the Rights
Issue.
IMPORTANT INFORMATION
This press release and the information herein
is not for publication, release or
distribution, in whole or in part, directly
or indirectly, in or into the United
States, Australia, Canada, Japan or South
Africa or any other state or
jurisdiction in which publication, release or
distribution would be unlawful or
where such action would require additional
prospectuses, filings or other
measures in addition to those required under
Swedish law.
The press release is for informational purposes only and does not
constitute an
offer to sell or issue, or the solicitation of an offer to buy or
acquire, or
subscribe for, any of the securities mentioned herein
(collectively, the
“Securities”) or any other financial instruments in SAS. Any
offer in respect of
any securities in connection with the Rights Issue or the
Bondholder Offer will
only be made through the prospectus that SAS expects to
publish on or about 30
September 2020. The offers under the Recapitalization
Plan are not made to, and
application forms will not be approved from,
subscribers (including
shareholders), or persons acting on behalf of
subscribers, in any jurisdiction
where applications for such subscription would
contravene applicable laws or
regulations, or would require additional
prospectuses, filings, or other
measures in addition to those required under
Swedish law. Measures in violation
of the restrictions may constitute a breach
of relevant securities laws.
None of the Securities have been or will be
registered under the United States
Securities Act of 1933, as amended (the
“Securities Act”), or the securities
laws of any state or other jurisdiction in
the United States, and may not be
offered, pledged, sold, delivered or
otherwise transferred, directly or
indirectly, except pursuant to an exemption
from, or in a transaction not
subject to, the registration requirements of the
Securities Act and in
compliance with applicable other securities laws. There
will not be any public
offering of any of the Securities in the United
States.
In the United Kingdom, this press release is directed only at, and
communicated
only to, persons who are qualified investors within the meaning of
article 2(e)
of the Prospectus Regulation (2017/1129) who are (i) persons who
fall within the
definition of ”investment professional” in article 19(5) of the
Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the
”Order”), or (ii) persons who fall within article 49(2)(a) to (d)
of the Order,
or (iii) persons to whom it may otherwise be lawfully
communicated (all such
persons referred to in (i), (ii) and (iii) above
together being referred to as
”Relevant Persons”). This press release must not
be acted on or relied on by
persons in the UK who are not Relevant
Persons.
This press release contains 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 and
reflect SAS’ beliefs and expectations and
involve a number of risks,
uncertainties and assumptions which could cause
actual events and performance to
differ materially from any expected future
events or performance expressed or
implied by the forward-looking statement.
The information contained in this
press release is subject to change without
notice and, except as required by
applicable law, SAS does not assume any
responsibility or obligation to update
publicly or review any of the
forward-looking statements contained in it and nor
does it intend to. You
should not place undue reliance on forward-looking
statements, which speak only
as of the date of this press release. As a result
of these risks, uncertainties
and assumptions, you should not place undue
reliance on these forward-looking
statements as a prediction of actual future
events or
otherwise.
[1] (http://#_ftnref1) Calculated based on Bloomberg’s 07:00 CEST
DKK/SEK and
NOK/SEK exchange rates on 23 September 2020. The final subscription
price in DKK
and NOK will be calculated based on Bloomberg’s 07:00 CEST DKK/SEK
exchange rate
on 15 October 2020, and 07:00 CEST NOK/SEK exchange rate on 19
October 2020.
[2] (http://#_ftnref2) The conditions of the European
Commission’s approval
decision will be further described in the prospectus to
be made public on or
around 30 September 2020.
[3] (http://#_ftnref3)
Calculated based on Bloomberg’s 07:00 CEST DKK/SEK and
NOK/SEK exchange rates
on 23 September 2020. The final subscription price in DKK
and NOK will be
calculated based on Bloomberg’s 07:00 CEST DKK/SEK exchange rate
on 15 October
2020, and 07:00 CEST NOK/SEK exchange rate on 19 October
2020.
[4] (http://#_ftnref4) As the Existing Hybrid Notes are already
accounted for as
equity, the set-off issue to holders of the Existing Hybrid
Notes will not
result in any net increase of the
equity.
[5] (http://#_ftnref5) Under the assumption of subscription of all new
common
shares to be issued in the Rights Issue and in the Directed Issue and
the
maximum number of new common shares to be issued to holders of Existing
Hybrid
Notes and Bonds (i.e. that also the Bondholder Offer is fully
subscribed).
[6] (http://#_ftnref6) Based on outstanding shares of 382,582,551
as of 23
September 2020 and under the assumption that both the Rights Issue and
the
Bondholder Offer are fully subscribed.
[7] (http://#_ftnref7) Trading in
interim shares (BTAs) on Nasdaq Copenhagen
starts 15 October 2020.
The
information was submitted by Michel Fischier for publication on
23-09-2020
16:00 CET.