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June 30, 2020 08:00

Link to Press Conference 30 June 11.00 AM (CEST)

• Webcast

As previously announced by SAS AB (“SAS” or the “Company”), the COVID-19 pandemic and the associated travel restrictions have created a global crisis for the aviation industry. SAS immediately implemented a broad range of measures to radically reduce costs as a result of the decline in demand, which is not expected to return to pre COVID-19 levels before 2022. The Board of Directors of SAS (the “Board”) has therefore decided on a revised business plan to tackle the expected effects of the pandemic. The plan includes approximately SEK 4 billion in efficiency improvements in all parts of the Group by 2022. However, neither the broad measures implemented to date nor the planned efficiency improvements will alone be sufficient to help restore the Group’s equity position to pre COVID-19 levels, nor help secure the required level of funding for SAS to continue as a key provider of important Scandinavian airline infrastructure.

In light of this, the Board has decided on a recapitalization plan (the “Recapitalization Plan”) that is supported by the Company’s two largest shareholders, the governments of Sweden and Denmark (jointly the “Major Shareholders”), and the third largest shareholder, the Knut and Alice Wallenberg Foundation (“KAW”). The Recapitalization Plan is intended to restore equity by SEK 14.25 billion and secure approximately SEK 12 billion of new funding through the following proposed steps:

• Directed issue of common shares in the amount of approximately MSEK 2,006 to the Major Shareholders;
• Rights issue of new common shares available to eligible shareholders in an amount of approximately MSEK 3,994, expected to be covered by subscription undertakings and underwriting commitments corresponding to 81,5% of the total amount of the rights issue;
• Directed issue of new hybrid notes in a total amount of MSEK 6,000 to the Major Shareholders;
• Conversion of MSEK 2,250 senior unsecured fixed rate bond due November 2022 into common shares; and
• Conversion of MSEK 1,500 subordinated perpetual floating rate capital securities[1] into common shares.

The Recapitalization Plan is subject to necessary general meeting approvals. The Major Shareholders’ participation is conditional on inter alia the conversion of the outstanding bonds and hybrid notes into common shares, the approval by the European Commission and exemption from the mandatory bid obligation from the Swedish Securities Council. The participation by KAW is conditional on the participation by the Major Shareholders.

SAS is committed to its sustainability agenda in line with expectations from the Swedish and Danish governments.

“On behalf of the SAS Board of Directors, I would like to thank our shareholders for providing support in these unprecedented and challenging times. I would also like to thank the SAS employees for their exceptional commitment and support during this difficult period. I count on SAS employee groups to support the Recapitalization Plan by finding solutions to deliver the required efficiency improvements.

The Board supports and believes that the Recapitalization Plan presents a balanced way forward given the magnitude of the recapitalization and the conditional burden sharing measures. Along with the Group’s revised business plan, the Recapitalization Plan will enable us to withstand this crisis and return as a profitable and sustainable Scandinavian infrastructure provider,” says Carsten Dilling, chair of the SAS Board of Directors.

SUMMARY OF THE RECAPITALIZATION PLAN

The Recapitalization Plan consists of the following components:

• Directed issue of common shares in the amount of approximately MSEK 2,006 and at a subscription price of SEK 1.16 to the Major Shareholders (split approximately MSEK 1,016 to the Government of Denmark and approximately MSEK 990 to the Government of Sweden in case the Rights Issue is fully subscribed[2]) (the “Directed Issue”).
• Rights issue of new common shares available to eligible shareholders in an amount of approximately MSEK 3,994 and at a subscription price of SEK 1.16, expected to be covered by subscription undertakings and underwriting commitments corresponding to 81.5% of the total amount of the rights issue, where approximately MSEK 2,994 is covered by pro rata subscription undertakings and underwritings commitments from the Major Shareholders (split equally) and pro rata subscription undertaking from KAW of approximately MSEK 259, subject to certain conditions (the “Rights Issue”).
• Directed issues of new SEK denominated subordinated capital securities with perpetual tenor to the Major Shareholders, in a total amount of MSEK 6,000 (the “New Hybrid Notes”) as two separate instruments:
  • One set of hybrid notes (“NHN1”) in an amount of MSEK 5,000, split equally among the Major Shareholders, with annual interest step-ups over the coming years; and
  • One set of hybrid notes (“NHN2”) in an amount of MSEK 1,000, to Denmark with an additional 1% interest on top of interest rates paid on NHN1.
• Conversion of the SAS MSEK 2,250 senior unsecured fixed rate bond due November 2022 (ISIN SE0010520338) (the “Bonds”) into common shares at 81.3% of par value and at a subscription price of SEK 1.89 per share, to be approved by a meeting of holders of the Bonds on 17 July 2020.[3]
• Conversion of the SAS MSEK 1,500 subordinated perpetual floating rate capital securities (ISIN SE0012193910) (the “Existing Hybrid Notes”) into common shares at 70.8% of par value and at a subscription price of SEK 1.89 per share, to be approved by a meeting of holders of the Existing Hybrid Notes on 17 July 2020.[4]
• An Extraordinary General Meeting in SAS will be held on or around 25 August 2020 (the “EGM”) to adopt the necessary resolutions under the Recapitalization Plan, and any resolutions related thereto, in accordance with a convening notice to be announced on or around 23 July 2020.
• Following a successful implementation of the Recapitalization Plan, the Company will cancel, and prepay any amount outstanding, of its SEK 3.3 billion three-year revolving credit facility agreement, 90% guaranteed by the Major Shareholders, in accordance with its terms and conditions.

Subject to successful completion of the Recapitalization Plan, the Company aims to convert MSEK 2,250 of debt to equity[5] and raise MSEK 12,000 of new equity, before recapitalization costs estimated at approximately MSEK 140, and restore equity by SEK 14.25 billion. The completion of the Recapitalization Plan will result in marginally higher financial payments going forward compared to the financial payments for the Existing Hybrid Notes and the Bonds. The number of shares and votes in the Company will increase by up to 6,702,175,698 to up to 7,084,758,249 corresponding to a dilution of up to 95% (mitigated to some extent for those shareholders who participate in the Rights Issue).[6]

In addition to the SEK 14.25 billion, an additional MSEK 500 has been secured through commercial agreements with Norway, under which the Norwegian state has paid and will pay for SAS to maintain a certain level of network capacity. In combination with the new funding outlined above, this will ensure that SAS has secured the SEK 12.5 billion of required funding.

Each of the Major Shareholders has expressed its support for the Recapitalization Plan and expressed its intention to, subject to, inter alia, the conversion of the Bonds and Existing Hybrid Notes, the approval by the European Commission and exemption from the mandatory bid obligation from the Swedish Securities Council: (a) subscribe for common shares in the Directed Issue in the amount of approximately MSEK 2,006 (split approximately MSEK 1,016 to Denmark and approximately MSEK 990 to Sweden in case the Rights Issue is fully subscribed[7]), (b) subscribe for its pro rata share (based on current ownership of Sweden 14.82% and Denmark 14.24%) of the Rights Issue, (c) underwrite such additional number of common shares in the Rights Issue that the commitment by each Major Shareholder amounts to approximately MSEK 1,497 (i.e. in aggregate approximately MSEK 2,994, corresponding to approximately 75% of the Rights Issue), and (d) subscribe for the New Hybrid Notes, with the Government of Denmark to subscribe for MSEK 3,500 and the Government Sweden to subscribe for MSEK 2,500 of the New Hybrid Notes. Following completion of the share issues under the Recapitalization Plan, the governments of Denmark and Sweden will end up holding the same number of shares and votes in the Company.[8]

The third largest shareholder, KAW, has expressed its support for the Recapitalization Plan and has undertaken to subscribe for its pro rata share (6.50%) of the Rights Issue, corresponding to approximately MSEK 259, subject to among other things the fulfilment of the above described subscription and underwriting commitments by the Major Shareholders.

All Board members elected by the general meeting, as well as members of the group management, that currently hold shares in SAS have expressed their intention to subscribe for their pro rata share in the Rights Issue.

SAS’ three largest shareholders, the Major Shareholders and KAW, who in aggregate hold approximately 35.56% of outstanding shares and votes, have expressed their support of the Recapitalization Plan and their intent to vote in favor of the Board’s proposals at the EGM subject to certain conditions.

As mentioned above, the capital injection by the Major Shareholders will be subject to approval by the European Commission under State aid rules. An approval decision is expected to be subject to conditions under the COVID-19 Temporary Framework which include, among others, a ban on dividends, limitations on M&A and a freeze of management remuneration. Conditions will be released gradually as the aid is repaid. Full disclosure of conditions will be made after European Commission’s approval