Not for release, publication or distribution, directly or indirectly, in
or into the United States, Canada, Japan, Australia, Italy or any other
jurisdiction where such action would be prohibited.
SAS AB (publ) ("SAS" or the "Company") announces today that it intends
to issue SEK 1.6 billion in aggregate principal amount of convertible
bonds (the "Bonds") due in 2019. SAS' obligations under the Bonds will
be unconditionally and irrevocably guaranteed by Scandinavian Airlines
Systems Denmark - Norway - Sweden.
The senior unsecured Bonds are expected to bear interest in the range of
3.125% - 3.625% payable semi-annually in arrear and will be convertible
into fully paid common shares of the Company (the "Shares") at an
initial conversion price equal to a conversion premium of 25% - 30% over
the volume weighted average price of the Shares on NASDAQ OMX Stockholm
between launch and pricing of the offer.
The Bonds will be issued and redeemed at 100% of their principal amount
and will, unless previously redeemed, converted or purchased and
cancelled, mature in April 2019. SAS has the right to redeem all but not
some of the Bonds at any time after approximately three years following
the Issue Date at 100% of their principal amount together with accrued
interest if the value of the Shares on NASDAQ OMX Stockholm exceeds, for
a specified period of time, 130% of the conversion price.
The Bonds are expected to be subscribed on behalf of investors by J.P.
Morgan on or around 4 March 2014 (the "Issue Date") and to be settled on
or around 5 March 2014 (the "Settlement Date"). It is intended that
application will be made for the Bonds to be listed on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange by no later than
one month after the Issue Date. The proceeds from the issue of the Bonds
together with the proceeds from the preference share offer announced on
7 February 2014 by SAS will be used to redeem certain of the Company's
outstanding bonds maturing in 2015, strengthen the Company's financial
condition for the continued renewal of the aircraft fleet, but also to
strengthen the Company's financial preparedness and to reduce its
dependence on bank financing.
The Company has agreed not to place, in line with market practice, any
further ordinary shares or certain related securities or enter into
certain derivative transactions relating to ordinary shares (subject to
certain customary exceptions) in the market for a lock-up period of 90
days after the Issue Date.
J.P. Morgan is acting as sole bookrunner with respect to the issuance of
the Bonds. Mannheimer Swartling is acting as legal advisor to SAS in
connection with the convertible bond offering.
This announcement does not constitute or form part of an offer to sell
or the solicitation of an offer to subscribe for any securities of SAS.
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 25 February 2014
at 08.00 CET.
This press release is not being issued into the United States of
or in any other jurisdiction in
which such distribution would be prohibited by applicable law. This
press release does not constitute or form part of an offer or
solicitation of an offer to purchase or subscribe for securities in the
. The Bonds and the shares referred to herein will not be
registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold in the United States
, except pursuant to
an applicable exemption from registration.
This press release is directed only at persons who (i) are outside the
or (ii) have professional experience in matters relating
to investments who fall within Article 19(5) ("investment
professionals") of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are
persons falling, within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc") of the Order (all such
persons together being referred to as "relevant persons"). This press
release is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or
investment activity to which this press release relates is available
only to relevant persons and will be engaged in only with relevant
In addition, if and to the extent that this press release is
communicated in, or the offered securities to which it relates is made
in, any EEA member state that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any member state,
the "Prospectus Directive"), this press release and the offering
described herein are only addressed to and directed at persons in that
member state who are "qualified investors" within the meaning of the
Prospectus Directive (or who are other persons to whom the offer may
lawfully be addressed) and must not be acted on or relied on by other
persons in that member state.J.P. Morgan
(the "Sole Bookrunner") is acting for the Company and no one
else in connection with the offer of the Bonds and will not be
responsible to any other person for providing the protections afforded
to their client, or for providing advice in relation to the proposed
offer of the Bonds.
The Sole Bookrunner may participate in the offering of the Bonds on a
proprietary basis. Any investment decision to buy securities in the
transaction must be made solely on the basis of publicly available
information which has not been independently verified by the Sole
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