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.