The Board of Directors of SAS AB (publ) has resolved on a partial compulsory redemption of not more than 4,900,000 preference shares, corresponding to 7 out of 10 outstanding preference shares, for total redemption proceeds of not more than approximately MSEK 2,580, with effect from 9 February 2018.
In accordance with the redemption provision in Article 5, item E of the Articles of Association, the Board of Directors of SAS has decided to reduce the company’s share capital by not more than SEK 98,490,000 (from SEK 7,830,609,275.10), through the compulsory redemption of not more than 4,900,000 preference shares. The redemption proceeds will total not more than SEK 2,579,997,000, corresponding to SEK 526.53 per preference share (SEK 525 plus accrued part of preference share dividend amounting to SEK 1.53). Following the redemption procedure, the total number of preference shares will be approximately 2,100,000.
The following applies to the redemption of preference shares:
In accordance with Article 5, item E of the Articles of Association, the redemption proceeds for each redeemed preference share will be SEK 526.53, which corresponds to 105 per cent of the amount paid for each preference share at the issue of preference shares and an accrued part of preference share dividend.
The record date for the redemption is 9 February 2018.
Please note that shareholders who wish to divest preference shares should note that the final date for trading on Nasdaq Stockholm, to not be included in the redemption procedure, is 7 February 2018 and that transactions made from and including 8 February 2018 will be settled after the record date for redemption. If more than 3 out of 10 preference shares held are divested on these dates, such shareholders will not be able to deliver all of the sold preference shares for such a sale on the settlement date as a result of the redemption procedure, and the sale will therefore not be settled.
The distribution of preference shares that are to be redeemed shall be made pro rata in relation to the number of preference shares that each preference shareholder holds on the record date. Since only whole shares can be redeemed, the number of shares to be redeemed will be rounded down for shareholders whose shareholdings are not evenly divisible by 10. Surplus preference shares due to such rounding will not be redeemed and hence, the final number of preference shares redeemed will be less than 4,900,000.
The redemption procedure is carried out automatically, meaning that the preference shareholders do not need to take any action.
Payment of the redemption amount of SEK 526.53 per preference share is expected to take place on 16 February 2018. Payment will be made to the bank account linked to each holder’s securities account. For shareholders who have their preference shares registered to a nominee with a bank or other nominee, payment will be made according to each respective nominee’s routines.
Time table for the redemption procedure
7 February 2018 Final date for trading with SAS preference share on Nasdaq Stockholm, to not be included in the redemption
9 February 2018 Record date
16 February 2018 Payment of redemption proceeds is expected to be made
The resolution on reduction of the company’s share capital through a compulsory redemption of preference shares will take place, without obtaining permission from the Swedish Companies Registration Office or the district court, through a process where an amount corresponding to the reduction of the share capital (not more than SEK 98,490,000) is transferred from the unrestricted shareholders’ equity to the company’s statutory reserve and thus, the company’s restricted equity will not be reduced.
This resolution does not affect the payment of dividend on preference shares with a record date on 5 February 2018 to be paid on 8 February 2018. The subsequent payments of dividends on preference shares will apply for preference shareholders per the record dates 4 May, 3 August and 5 November 2018 and 5 February 2019, in accordance with the Board of Directors’ proposal on dividends to the Annual General Meeting 2018.
The Board of Directors will continue to work to redeem the remaining preference shares through profits generated by operations, thereby creating conditions to increase the return on common shares and to reintroduce dividends for the common shares.