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Saab conducts rights issue of not more than MSEK 6,006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, INDIA, SOUTH AFRICA, CANADA, SINGAPORE, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS.

Today, the Board of Directors of Saab has resolved, by virtue of the Extraordinary General Meeting's authorization on 16 November 2018, on a rights issue of not more than MSEK 6,006.

On 23 October 2018, Saab announced that the Company was planning a rights issue to support Saab’s continued growth journey and give Saab increased opportunity to successfully compete for new large orders. On 15 November 2018, the Board of Directors announced intended terms for the issue. An Extraordinary General Meeting on 16 November 2018 authorized the Board of Directors to resolve on a rights issue and today the Board of Directors has, by virtue of said authorization, resolved to conduct the rights issue. The shareholders Investor, the Knut and Alice Wallenberg Foundation, Första AP-fonden, AFA Försäkring and Gladiator, have committed to subscribe for their respective pro rata share in the rights issue. Furthermore, shareholders representing in total 7.8 percent of the shares and 6.7 percent of the votes in Saab[1] have declared that they intend to subscribe for their respective pro rata share in the rights issue.

[1] Excluding repurchased own shares. The total number of outstanding shares is 109,150,344, of which 1,907,123 are shares of series A and 107,243,221 are shares of series B. Saab holds 2,368,328 shares of series B, which do not entitle to participation in the rights issue.

The rights issue in brief

  • Through the rights issue Saab will raise proceeds of not more than MSEK 6,006 before issue costs. A fully subscribed rights issue will increase Saab’s share capital by SEK 427,128,048, from the current SEK 1,746,405,504 to SEK 2,173,533,552, through the issuance of 26,695,503 new shares, of which 476,780 are shares of series A and 26,218,723 are shares of series B. After the rights issue, assuming it is fully subscribed, the number of shares in Saab will amount to 135,845,847 shares, of which 2,383,903 are shares of series A and 133,461,944 are shares of series B.
  • Shareholders who choose not to participate in the rights issue will have their ownership diluted by up to 19.7 percent (20.0 percent excluding repurchased own shares), but have the opportunity to financially compensate for the dilution by selling their subscription rights.
  • The subscription period (subscription through payment) will run from and including 29 November 2018, up to and including 14 December 2018, or the later date as decided by the Board of Directors.
  • The subscription price in the rights issue is SEK 225 per share.
  • Those who on the record date of 26 November 2018 are registered shareholders in Saab will receive one (1) subscription right of series A respective series B for each share of series A respective series B held on the record date. Four (4) subscription rights of the respective series will entitle to subscription of one (1) new share of the corresponding series (primary preferential right). Shares not subscribed for on the basis of primary preferential right will be offered for subscription to all shareholders (subsidiary preferential right). Shares not subscribed for on the basis of primary or subsidiary preferential rights will be offered for subscription to other investors who have applied for subscription for shares without preferential right.
  • The record date for the right to participate in the rights issue is 26 November 2018. The last day of trading in the Saab share inclusive of the right to participate in the rights issue is 22 November 2018.
  • The subscription rights of series B will be traded at Nasdaq Stockholm during the period 29 November–12 December 2018.

Subscription commitments and support from shareholders

Investor AB, the Knut and Alice Wallenberg Foundation, Första AP-fonden, AFA Försäkring and Gladiator, representing in total 46.6 percent of the shares and 54.0 percent of the votes in Saab[2], have committed to subscribe for their respective pro rata share in the rights issue. Swedbank Robur Fonder, AFA Foundations and Handelsbanken Fonder, representing in total 7.8 percent of the shares and 6.7 percent of the votes in Saab[2], have declared their intention to subscribe for their respective pro rata share in the rights issue. In total, shareholders representing 54.4 percent of the shares and 60.7 percent of the votes in Saab[2] are positive to the rights issue.

[2] Excluding repurchased own shares. The total number of outstanding shares is 109,150,344, of which 1,907,123 are shares of series A and 107,243,221 are shares of series B. Saab holds 2,368,328 shares of series B, which do not entitle to participation in the rights issue.

Background and reasons

During the last few years, Saab has, despite increased competition, strengthened its market position and anticipates a continued strong demand for its products and systems. Meanwhile, defence budgets are increasing in many regions of the world. Saab therefore anticipates good opportunities to further strengthen its order backlog and increase future growth. However, to enable such growth, Saab must be able to successfully compete for new large orders. This requires that Saab has a strong capital base, which creates long-term confidence amongst its customers, and provides possibilities and opportunities for additional growth through new orders and to enter into major collaborations and partnerships as well as creates headroom for increased investments in development, production and working capital.

Indicative timetable for the rights issue

22 November 2018
Last day of trading in Saab shares of series B including right to participate in the rights issue

23 November 2018
First day of trading in Saab shares of series B excluding right to participate in the rights issue

26 November 2018
Record date for participation in rights issue

26 November 2018
Estimated day for the publication of the prospectus

29 November–12 December 2018
Trading in subscription rights

29 November–14 December 2018
Subscription period

Around 20 December 2018
Announcement of the outcome of the rights issue

Complete terms and conditions for participation in the rights issue and information regarding Saab will be presented in the prospectus regarding the rights issue, which will be published around 26 November 2018.

Advisors

SEB Corporate Finance is the financial advisor and Mannheimer Swartling the legal advisor regarding the rights issue.

For further information, please contact:

Ann-Sofi Jönsson, Vice President, Head of Investor Relations
+46 (0)734 187 214
ann-sofi.jonsson@saabgroup.com

Ann Wolgers, Press Officer
+46 (0)734 180 018
presscentre@saabgroup.com

www.saabgroup.com
www.saabgroup.com/YouTube
Follow us on twitter: @saab

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.

The information is such that Saab is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the Saab contact person set out above, at 21.30 CET on 19 November 2018.

IMPORTANT INFORMATION

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Saab Aktiebolag (“Saab AB”) in any jurisdiction. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, India, South Africa, Canada, Singapore, the United States of America, including its territories and possessions, any state of the United States or the District of Columbia (the “United States”) or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.

The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities laws of the relevant state or other jurisdiction in the United States. All offers and sales of securities in connection with any rights offer by Saab AB will be made, subject to certain limited exceptions, outside of the United States and in reliance on, and in compliance with, Regulation S under the Securities Act. There will be no public offering in the United States.

This press release may contain forward-looking statements which reflect Saab AB’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.