NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 16 February 2022: SATS ASA ("SATS" or the "Company") hereby announces a
contemplated private placement of new shares in the Company (the "Offer Shares")
to raise gross proceeds of up to NOK 600 million (the "Private Placement"). The
subscription price per Offer Share in the Private Placement will be set by the
Company's board of directors (the "Board") on the basis of an accelerated
bookbuilding process conducted by the Managers (as defined below).
The Company has appointed ABG Sundal Collier ASA and SpareBank 1 Markets AS as
Joint Global Coordinators and Joint Bookrunners for the Private Placement (the
"Joint Global Coordinators"), and Swedbank Norge, Norwegian branch of Swedbank
AB (publ) (in cooperation with its affiliate Kepler Cheuvreux SA) as Joint
Bookrunner (collectively, the "Managers").
The net proceeds from the Private Placement will predominately be used to ensure
sufficient strategic flexibility for the Company to act on potential organic and
in-organic growth opportunities in the short to medium term and to ensure a more
robust liquidity position in order to exploit opportunities in the longer run.
As part of the Private Placement, the Company has also received commitments from
its largest lender for a one year extension until September 2025 of NOK 2
billion of the current lending facilities and secured more flexible terms for
the currently applicable covenants, which in combination with the contemplated
Private Placement will establish a robust financial platform for further growth.
The adjusted covenants will be applicable to and including 31 December 2023,
subject to voluntary cancellation by the Company at any time. The adjusted
covenants set out quarterly minimum levels for liquidity and reported EBITDA,
with the latter entering into force from Q1 2023. SATS will not distribute any
dividend to the shareholders during the amendment period and shall be compliant
with the original covenants once the amendment period expires.
The Company's two largest shareholders, TG Nordic Invest ApS ("TG"), an entity
owned by TryghedsGruppen, owning ~29.9% of the Company, and AF III Holdco AS
("Altor"), an entity controlled by Altor Equity Partners, owning ~24.1% of the
Company, are supportive of the Private Placement and have both pre-committed to
subscribe pro rata in the Private Placement. Chairperson of the Board Hugo
Maurstad has (through Funkybiz AS) pre-committed to subscribe for 500,000 Offer
Shares. In addition, the Managers have through a limited wallcrossing exercise
received additional indications of interest so that the Private Placement is
covered on pre-commitments and indication of interests at the start of the
Bookbuilding Period (as defined below).
The application period in the Private Placement will commence today, 16 February
2022, at 16:30 hours CET and close on 17 February 2022 at 08:00 hours CET (the
"Bookbuilding Period"). The Company and the Managers may, however, at any time
resolve to extend or shorten the Bookbuilding Period on short or no notice. If
the Bookbuilding Period is extended or shortened, any other dates referred to
herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including Regulation (EU) 2017/1129 (the EU Prospectus
Regulation) and ancillary regulations, are available.
The Private Placement will be divided into two tranches. The first tranche will
consist of up to 17,176,338 Offer Shares, representing approximately 10% of the
outstanding shares in the Company ("Tranche 1" and the "Tranche 1 Offer Shares")
to be issued based on a board authorisation granted by the Company's general
meeting on 11 May 2021) (the "Board Authorisation"). The second tranche will
consist of a number of Offer Shares that, together with Tranche 1, will raise
gross proceeds of up to NOK 600 million ("Tranche 2" and the "Tranche 2 Offer
Shares"). Completion of Tranche 2 will be subject to approval by an
extraordinary general meeting of the Company expected to be held on or about 10
March 2022 (the "EGM").
Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Joint Global Coordinators, following the
expiry of the Bookbuilding Period, however subject to approval by the EGM in
respect of Tranche 2. TG and Altor have both agreed to be allocated shares in
Tranche 2 and, as such, other applicants in the Private Placement are expected
to predominately be allocated shares through Tranche 1.
The Company has agreed with the Joint Global Coordinators to a lock-up for a
period of 180 days from the Board approval of the Private Placement, subject to
customary exceptions. Furthermore, TG and Altor have agreed with the Joint
Global Coordinators to a lock-up for a period of 90 days from the Board approval
of the Private Placement, subject to customary exceptions.
Completion of Tranche 1 is subject to the Board resolving to complete Tranche 1
and to allocate and issue the Tranche 1 Offer Shares pursuant to the Board
Authorisation. Completion of Tranche 2 is subject to (i) completion of Tranche
1, (ii) the EGM resolving to complete Tranche 2 and to allocate and issue the
Tranche 2 Offer Shares and (iii) the registration of the share capital increase
pertaining to the Tranche 2 Offer Shares with the Norwegian Register of Business
Enterprises. Completion of Tranche 1 will not be conditional upon or otherwise
affected by the completion of Tranche 2, and the applicants' acquisition of
Tranche 1 Offer Shares will remain final and binding and cannot be revoked,
cancelled or terminated by the respective applicants if Tranche 2, for whatever
reason, is not completed. Investors being allocated shares in the Private
Placement undertake to vote in favour of Tranche 2 at the EGM.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery
versus payment basis by delivery of existing and unencumbered shares in the
Company, that are already listed on the Oslo Stock Exchange, to be borrowed from
AF III Holdco AS by the Joint Global Coordinators pursuant to a share lending
agreement entered into between the Joint Global Coordinators, the Company and AF
III Holdco AS. Settlement of the Tranche 2 Offer Shares is expected to take
place following registration of the share capital increase pertaining to the
Tranche 2 Offer Shares in the Norwegian Register of Business Enterprises as soon
as possible after the completion of the EGM.
The Company reserves the right to, at any time and for any reason, to cancel the
Private Placement (prior to the Board approval of the issuance of the Tranche 1
Offer Shares) and/or to modify the terms of the Private Placement. Neither the
Company nor the Managers will be liable for any losses incurred by applicants if
the Private Placement is cancelled, irrespective of the reason for such
cancellation.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment, and deems that the proposed Private Placement is in compliance with
these obligations. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement, in particularly in light of the current market conditions and the
growth opportunities currently available to the Company. By structuring the
equity raise as a private placement, the Company is expected to raise equity
efficiently, with a lower discount to the current trading price, at a lower cost
and with a significantly reduced completion risk compared to a rights issue. It
has also been taken into consideration that the Private Placement is based on a
publicly announced accelerated bookbuilding process. As the Private Placement is
structured to ensure that a market based subscription price is achieved, it is
currently not planned to conduct a subsequent repair offering directed towards
shareholders not participating in the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
connection with the Private Placement.
For further information, please contact:
Cecilie Elde, Chief Financial Officer, phone: +47 924 14 195
Martin Stenshall, acting Finance and Investor Relations Manager, phone: +47 473
38 331
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Martin Stenshall, acting
Finance and Investor Relations Manager on 16 February 2022 at 16:30 CET on
behalf of the Company.
About SATS:
SATS is a Nordic fitness club chain, with over 260 clubs, and operating through
its brands and concepts SATS, ELIXIA, Fresh Fitness, HiYoga and Mentra by SATS.
SATS has a broad training offering with great flexibility for its almost 670,000
members, including modern fitness equipment, individual and group training,
personal training, online training, physiotherapy and other health and fitness
related products and services. SATS is headquartered in Oslo, and has close to
9,000 in Norway, Sweden, Finland and Denmark. For more information about SATS,
please see www.satsgroup.com.
IMPORTANT NOTICE:
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e. only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.
