News story | Date: 26/06/2018
The Norwegian state represented by the Norwegian Ministry of Trade, Industry and Fisheries launches sale of its remaining 37,800,000 shares in SAS
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO WHICH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
The Norwegian state, represented by the Norwegian Ministry of Trade, Industry and Fisheries today announces the intention to sell up to 37,800,000 ordinary shares in
SAS AB (publ) (“SAS”), corresponding to approximately 9.88 per cent of the total number of ordinary shares in SAS (the “Transaction”).
The transaction confirms previous communication by the Government stating that the Norwegian state is not a long-term owner of SAS. The Parliament has renewed the authorisation to sell shares several times, most recently in the 2018 national budget. The Transaction follows previous sale of shares in SAS by the Norwegian state and will, if all 37,800,000 shares are sold, complete the Norwegian state's divestment of its ownership stake in SAS.
The Norwegian state's ownership in SAS has been purely commercial. Consequently, it is not expected that the company will be making strategic or operational changes following the transaction.
The Transaction is structured as an accelerated bookbuilding to institutional investors. The minimum order and allocation has been set to the number of shares that equals an aggregate purchase price of the SEK equivalent of EUR 100,000. The bookbuilding commences immediately after the publication of this announcement. Pricing and settlement of the Transaction will be effected in SEK, with delivery of shares registered in the Swedish Euroclear system expected to occur on or about 29th June 2018.
The Norwegian state has appointed Nordea, Pareto and UBS as joint global coordinators and bookrunners for the Transaction. Swedbank and Wiersholm act as independent financial adviser and legal counsel respectively to the Norwegian state.
The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release is for information purposes only and does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of SAS in any jurisdiction.
This press release is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction into which publication or distribution would be prohibited by applicable law. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Japan or Australia and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States, Canada, Japan or Australia. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Canada, Japan or Australia.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the “Prospectus Directive”). The Norwegian state has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Norwegian state’s possible sale of shares in SAS. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
No actions have been taken by, the Norwegian state, Nordea, Pareto or UBS or their affiliates that would, or is intended to permit a public offering of the shares in any jurisdiction, or possession or distribution of this press release, or any other offering material or information material relating to the shares in any jurisdiction where such actions are unlawful. Persons into whose possession this press release comes are required by the Norwegian state, Nordea, Pareto and UBS to inform themselves about and observe any such restrictions.
Nordea, Pareto and UBS are acting exclusively for the Norwegian state and no one else in connection with the Transaction. Nordea, Pareto or UBS will not regard any other person (whether or not a recipient of this press release) as its client and will not be responsible to anyone other than the Norwegian state for providing the protections afforded to their clients nor for giving advice in relation to the Transaction.