Saab AB (publ) announces a tender offer in respect of certain outstanding medium term notes and a potential new issue of medium term notes
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Saab AB (publ) (“Saab” or the “Issuer”) today announces its invitation to the holders of its outstanding notes outlined below (together, the “Notes”) to tender their Notes for purchase by the Issuer for cash (the “Tender Offer”) subject to, amongst other things, the successful issue of new medium term notes. The Issuer has appointed Nordea Bank AB (publ) (“Nordea”) and Swedbank AB (publ) (“Swedbank”) to act as dealer managers and joint bookrunners in connection with the Tender Offer and Nordea has been appointed tender agent for the Tender Offer.
In conjunction with the Tender Offer, the Issuer will issue a SEK denominated senior unsecured capital markets transaction, subject to market conditions.
The Tender Offer is made on the terms and subject to the conditions set out in a tender information document dated 13 September 2018 (the “Tender Information Document”) which is available on the website of the Issuer (www.saabgroup.com, investor, debt and funding) or can be received from any of Nordea or Swedbank.
Subject to the applicable minimum denomination in respect of the Notes, the Issuer offers to purchase the Notes at the purchase price set out below, together with any accrued and unpaid interest on the Notes (in accordance with the terms and conditions of the Notes):
Description of the Notes / ISIN / Outstanding Amount / Purchase Price
Floating Rate Notes due 10 Dec 2018 / SE0005567070 / SEK 202,000,000 / 100.212%
Fixed Rate Notes 3.250% due 10 Dec 2018 / SE0005567088 / SEK 110,000,000 / 100.669%
Floating Rate Notes due 10 Sep 2019 / SE0007499975 / SEK 575,000,000 / 100.865%
Floating Rate Notes due 12 Dec 2019 / SE0006027249 / SEK 500,000,000 / 101.129%
Fixed Rate Notes 2.750% due 12 Dec 2019 / SE0006027231 / SEK 100,000,000 / 103.200%
New financing conditions
Today the Issuer announces that it will issue new SEK denominated notes with an expected maturity of five (5) years (the “New Notes”) in the near future, subject to market conditions. The Issuer will issue the New Notes under its SEK 10,000,000,000 medium term note programme. The Issuer’s repurchase of Notes is conditional upon a successful issue of New Notes. For the avoidance of doubt, the Issuer is not under any obligation to accept any tender of Notes for purchase pursuant to the Tender Offer. Any tender of Notes for purchase may be rejected by the Issuer for any reason.
Purpose of the Tender Offer
The Tender Offer is being made as part of the Issuer's commitment to exercise active management of its balance sheet. The purpose of the Tender Offer is to pro-actively manage the Issuer's upcoming redemptions, to lengthen and diversify their debt maturity profiles and to allow current holders of Notes to roll their current position into the New Notes.
The Tender Offer expires at 12:00 CET on 20 September 2018, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Issuer. The Issuer will announce the results and whether any Notes will be accepted under the Tender Offer as soon as reasonably practicable after the pricing of the New Notes. Settlement of the Tender Offer is expected to occur at or around 27 September 2018.
Only noteholders (or relevant nominees being registered as a direct holder of Notes) who are clients of Nordea or Swedbank with all required know your customer (KYC) and similar documentation in place may participate in this Tender Offer. Noteholders who wish to participate in the Tender Offer must contact Nordea or Swedbank to receive an application form that includes the details of how to participate in the Tender Offer. Further conditions for the participation and further information about the Tender Offer are set out in the Tender Information Document. To receive copies of the Tender Information Document and for questions, please contact Nordea or Swedbank: firstname.lastname@example.org and email@example.com
Noteholders who do not participate in the Tender Offer, or whose Notes are not accepted for purchase by the Issuer, will continue to hold their Notes subject to the terms and conditions of the Notes.
For further information, please contact:
Saab Press Centre,
Petter Larsson, Media Relations Manager
+46 (0)734 180 018
Ann-Sofi Jönsson, Head of Investor Relations
+46 (0)734 18 72 14
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Saab serves the global market with world-leading products, services and solutions within military defence and civil security. Saab has operations and employees on all continents around the world. Through innovative, collaborative and pragmatic thinking, Saab develops, adopts and improves new technology to meet customers’ changing needs.
This information is, with respect to Saab AB’s Notes (as defined above), such that Saab AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 11.15 CET on September 13, 2018.
Not for distribution in or into or to any person located or resident in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District of Columbia) or to any U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended) or in any jurisdiction where it is unlawful to release, publish or distribute this document. This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this document in certain jurisdictions (in particular, the United States and the United Kingdom) may be restricted by law. Persons into whose possession this document comes are required by each of the Issuer and the dealer managers to inform themselves about and to observe any such restrictions. Any tender of notes for purchase pursuant to the Tender Offer in violation of these restrictions will not be accepted. This announcement does not constitute a sale of new notes.