Travelers For The Future
Since 1946, SAS has connected the Scandinavian countries, brought Scandinavia to the world – and the world to Scandinavia. We are determined to continue the journey as Scandinavia’s leading airline and spearhead the transformation toward more sustainable air travel.
THE INFORMATION ON THIS WEBPAGE CONSTITUTES AN ADVERTISEMENT WITHIN THE MEANING OF THE PROSPECTUS REGULATION (EU) 2017/1129
Due to legal restrictions, the information on this part of SAS’s website is only directed at and accessible to persons who are resident and physically present in Sweden, Denmark and Norway, and authorized persons who are resident and physically present in other jurisdictions outside the United States, Canada, Japan, India, Australia, South Africa, Hong Kong or Singapore. Please also refer to 'Important information' below.
Letter from the CEO of SAS
Dearest shareholders,
2020 has been an extraordinary year in which the COVID-19 pandemic, with its resulting isolation and the lockdown of societies, has put the aviation industry on hold. Fortunately, air travel has gradually resumed, even though it is a long way from normal levels.
Restrictions in society have made us aware of the freedom we have enjoyed – to travel, meet family, friends, colleagues and business partners whenever we wish. Although digitalization will lead to some changes in travel patterns in the future, I am convinced that the fundamental need for people and companies to travel remains essentially intact. There is a continued need for an efficient Scandinavian airline leading the way toward more sustainable aviation.
To meet a future with a more uncertain demand for air travel, SAS has developed a new business plan, initiated a cost reduction and efficiency program and launched a recapitalization plan to strengthen the company’s equity and liquidity.
SAS has a strong position in an attractive Scandinavian market, with many loyal and frequent customers. With the measures that SAS is now taking to further streamline its operations, I am convinced that SAS will emerge from this crisis as a strong company with good prospects for long-term value creation.
SAS aims to be the preferred airline for Scandinavia's most frequent travelers. SAS will be a competitive business, have a modern single-type fleet and will drive the transition to more sustainable aviation.
I hope you will join us on this exciting and interesting journey by participating in SAS’ rights issue.
Rickard Gustafson
President & CEO, SAS - Scandinavian Airlines
The way forward
The preferred airline for Scandinavia’s frequent travelers
SAS will continue to focus on Scandinavia’s frequent travelers to maintain its strong position in Scandinavia. SAS will also continue to build on its Scandinavian footprint and prioritize main traffic flows within Scandinavia and to major European cities. SAS will keep Copenhagen (CPH) as its principal long-haul hub, supplementing this with selected long-haul routes from Oslo (OSL) and Stockholm (ARN). To further strengthen the relationship with its core customers SAS will continue to develop Scandinavia’s largest loyalty program, EuroBonus.
A modern and single-type Airbus fleet
SAS will continue its fleet renewal and by 2025 we are expected to have one of Europe’s most modern and efficient aircraft fleets. The single-type Airbus fleet will lead to significantly lower fuel consumption and reduced maintenance costs. It will also lead to reduced stand-by levels and thereby improved productivity. SAS is also evaluating the replacement of its ageing Boeing 737 fleet in the mid-size segment (120-150 seats). By 2025, SAS is expected to have completed the introduction of a next generation mid-size aircraft.
A competitive business model
To adapt SAS to a period of lower demand environment, the company will implement further efficiency improvements. These include a number of measures to deliver SEK 4 billion in efficiency gains, thus adapting SAS’ cost structure and organization to a different market environment with lower anticipated demand.
Global leader in sustainable aviation
SAS works continuously to reduce the climate and environmental impacts of its operations through innovation and investment in new technology. This work is focused primarily on reducing the CO2 emissions from SAS aircraft operations. This because they account for over 99% of the company's total CO2 emissions. SAS aims to reduce absolute CO2 emissions by 25% (compared to 2005 levels) by 2025.
Rickard Gustafson
President & CEO
The video is in Swedish
Carsten Dilling
Chairman of the Board
The video is in Danish
Dag Mejdell
Vice Chairman of the Board
The video is in Norwegian
Terms and Conditions in brief
Assuming the rights issue is fully subscribed, the proceeds of the issue will amount to approximately SEK 3 994 million. The rights issue is part of the SAS recapitalization plan aimed at managing the consequences of the situation that has resulted from COVID-19. The total recapitalization plan will provide SAS with approximately SEK 12 billion in new capital while simultaneously restoring equity by approximately SEK 14.25 billion.
This capital infusion will be used to strengthen the company’s capital structure and financially prepare SAS to meet the effects of a demand for air travel that is anticipated to remain weak, along with changes to passenger patterns and other external factors. The recapitalization plan is also an expression of the company’s desire to rebuild its business operations based on its strengths, including a history of sustainable and profitable growth and a valued customer offering, while SAS at the same time works continuously to reduce its climate and environmental impact.
- The subscription period starts on 2 October 2020 and ends at 17:00 CEST on 19 October 2020. The new shares will be issued at a subscription price of SEK 1.16 per new share, which preliminary corresponds to DKK 0.8268 and NOK 1.2175 as of 23 September 2020. The final subscription price in DKK and NOK will be determined and published on 15 October 2020 and 19 October 2020 respectively.
- As a shareholder in SAS, you will receive nine (9) subscription rights for each share in SAS you hold on the record date of the rights issue (30 September 2020). One (1) subscription right will entitle you to subscribe for one (1) new share.
- Trading in subscription rights will take place on the Nasdaq Stockholm, Nasdaq Copenhagen and Oslo Børs exchanges from 2 October 2020 up to and including 15 October 2020.
How it works
As an SAS shareholder you will receive nine subscription rights:
One subscription right + SEK 1.16 will give you one new share in SAS:
If you own 1 000 shares in SAS, you will receive 9 000 subscription rights. These will entitle you to subscribe for 9 000 new SAS shares at a total price of SEK 10 440 (SEK 1.16 x 9 000). You can also subscribe for new shares without subscription rights. See 'Terms and conditions for the Rights Issue' in the prospectus for further information.
Important dates
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30 September 2020
Record date for participation in the Rights Issue
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2 October 2020
Subscription period starts
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2 October 2020
First day of trading in subscription rights
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15 October 2020
Last day of trading in subscription rights
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19 October 2020
The subscription period ends at 17:00 CEST
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21 October 2020
Outcome of the Rights Issue is announced
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3 November 2020
Trading in new shares commences
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5 November 2020
Delivery of new common shares
Questions and Answers
The rights issue amounts to approximately SEK 4 billion and is part of SAS’ recapitalization plan aimed at managing the consequences of the situation that has resulted from COVID-19. The total recapitalization plan will provide SAS with approximately SEK 12 billion in new capital while simultaneously restoring equity by approximately SEK 14.25 billion. The proceeds of the issue will be used to strengthen the company’s capital structure and financially prepare SAS to meet the effects of a demand for air travel that is anticipated to remain weak, along with changes to passenger patterns and other external factors.
The record date to determine who is entitled to receive subscription rights in the rights issue is September 30, 2020. Two days before record date is last day of trading including subscription rights. Investors who intend to subscribe for new shares in SAS using subscription rights would therefore need to buy shares in SAS on September 28, 2020 at latest for shares being entitled to subscription rights.
Shareholders who, on the record date, 30 September 2020, are registered shareholders will receive subscription rights giving them the right to subscribe for new shares in the rights issue. Subscription rights will be granted in relation to the shareholders' holding. If you are not a shareholder, you can buy subscription rights on the market and subscribe for new shares in SAS with these. Shareholders and other investors can also declare an interest in subscribing for shares without subscription rights.
The subscription for new shares will take place from 2 October 2020 up to and including 17:00 CEST 19 October 2020. Subscription must take place no later than 17:00 on 19 October 2020.
Shareholders in SAS will receive nine (9) subscription rights per share held by the shareholder in the company on the record date, 30 September 2020. Each subscription right entitles the holder to subscribe for one (1) new share.
The subscription price is SEK 1.16 per share, which preliminary corresponds to DKK 0.8268 and NOK 1.2175 as of 23 September 2020. The final subscription price in DKK and NOK will be determined and published on 15 October 2020 and 19 October 2020 respectively. No commission will be charged.
Subscription rights that have not been exercised by 19 October 2020 at 17:00 CEST will be null and void. Unexercised subscription rights will then be deleted from the holder's account without notice.
In order not to lose the value of the subscription rights, the holder must, by 15 October 2020, sell the subscription rights granted that they do not intend to exercise for the subscription for new shares.
Shareholders who choose not to exercise or sell their subscription rights in the rights issue will have their holding diluted by up to 95% taking into account all shares that may be issued through the issues carried out in accordance with the recapitalization plan.
No commission will be charged. However, shareholders and investors will have to bear any transaction and handling fees that their custodian banks charge them.
Trading in the newly issued shares is expected to commence on or about 3 November 2020.
The delivery of the new shares is expected to take place on or about 5 November 2020.
SAS is not entitled to terminate the new share issue. Subscription for new shares, with or without subscription rights, is irrevocable and the subscriber cannot withdraw or change the subscription for new shares, unless otherwise stated in the prospectus or pursuant to applicable law.
The outcome of the rights issue is expected to be published on or about 21 October 2020 by a press release from SAS.
SAS' three largest shareholders - the Swedish and Danish states and Knut and Alice Wallenberg Foundation - have undertaken to subscribe for their pro-rata shares in the rights issue. In addition, the Swedish and Danish states have guaranteed subscription of additional shares. In total, the subscription undertaking and guarantee commitments amount to approximately SEK 3.26 billion, corresponding to approximately 81.5% of the rights issue.
More information is available in the prospectus approved by the Swedish Financial Supervisory Authority (Finansinspektionen) and published by SAS on 30 September 2020. Anyone intending to subscribe for shares in the rights issue is encouraged to read the prospectus.
For other questions, please contact us by telephone on +45 69 66 00 24 / +46 (0)8 46 00 73 89 / +47 852 30 641 or by email to info@computershare.se.
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Contact Information
For other questions, please contact us by telephone on +45 69 66 00 24 / +46 (0)8 46 00 73 89 / +47 852 30 641 or by email to info@computershare.se.
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IMPORTANT INFORMATION
This webpage is for informational purposes only and does not constitute any offer of securities in SAS. Any offer to participate in SAS’ rights issue will only be made through the prospectus that SAS published on 30 September 2020. The prospectus, which has been approved by the Swedish Financial Supervisory Authority (Finansinspektionen), is available above and on www.sasgroup.net/investor-relations/recapitalization-plan/. The approval of the prospectus by the Swedish Financial Supervisory Authority should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. Potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks associated with a decision to invest in the securities (see “Risk factors” in the prospectus). When an investor makes an investment decision, he/she must rely on his/her own analysis of SAS and the offerings in accordance with the prospectus, including applicable facts and risks. Investors should, before making an investment decision, engage own professional advisers and carefully evaluate and consider the investment decision. Investors may only rely on the information in the prospectus and any possible supplements to the prospectus.
None of the securities referred to herein 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.
This information on this webpage contains certain forward-looking statements that reflect SAS’ present view of future events, assumptions made by and information currently available to SAS’ management, as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking statements. Forward-looking statements are inherently associated with both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements are not a guarantee of future results or development, and actual outcomes may differ materially from those set out in the forward-looking statements. SAS does not undertake any obligation to publicly announce any update or change in forward-looking statements as a result of new information, future events or similar circumstances other than as required by applicable laws and regulations.
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