NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 22 November 2019: Reference is made to the stock exchange notice issued on
23 October 2019 regarding potential stabilisation activities in respect of the
shares in SATS ASA ("SATS" or the "Company"; OSE ticker: SATS, ISIN: NO
0010863285) in connection with the Company’s listing on the Oslo Stock Exchange
(the "Offering").
ABG Sundal Collier ASA ("ABGSC”), acting as stabilisation manager in connection
with the Offering, hereby gives notice that stabilisation was undertaken in
relation to the shares in SATS with a total of 5,787,568 shares purchased as
part of the stabilisation. The shares were purchased at an average price of NOK
22.49 per share and stabilisation activities last occurred on 15 November 2019.
For each of the dates during which stabilisation transactions were carried out,
the price range and average price paid were as follows:
Trade date Price (low) Price (high) Price (average)
23.10.2019 21.71 23.00 22.66
24.10.2019 21.70 22.35 22.19
25.10.2019 22.27 22.30 22.30
28.10.2019 22.30 22.47 22.39
29.10.2019 22.50 22.81 22.69
30.10.2019 22.755 22.90 22.84
31.10.2019 22.54 22.80 22.72
01.11.2019 22.50 22.70 22.55
04.11.2019 22.60 22.70 22.69
05.11.2019 22.60 22.70 22.69
06.11.2019 22.60 22.69 22.64
07.11.2019 22.50 22.65 22.59
08.11.2019 22.20 22.60 22.47
11.11.2019 20.80 22.40 21.57
12.11.2019 20.70 20.90 20.80
13.11.2019 20.70 20.90 20.81
14.11.2019 20.40 20.80 20.59
15.11.2019 20.80 21.795 21.26
ABGSC will redeliver the 5,787,568 shares purchased through stabilisation
transactions to SATS Group AS (“SATS Group”) and Hansemgruppen Holding AS
(“Hansemgruppen”) in accordance with the terms of an agreement between the
parties. Reference is made to the prospectus for the Offering for additional
descriptions of these arrangements.
After the redelivery of shares, SATS Group holds 105,088,024 shares in SATS,
representing 61.82% of the outstanding shares in the Company and Hansemgruppen
holds 1,323,168 shares, representing 0.78% of the outstanding shares in the
Company.
For further information, please contact:
ABG Sundal Collier ASA
Magnus Kvinge
Tel: +47 22 01 60 00
IMPORTANT INFORMATION:
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 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 comes 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 does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan or any jurisdiction to whom or in which such
offer or solicitation is unlawful. The securities referred to in this
announcement have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or
sold in the United States absent registration 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 prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
Member State (the "Prospectus Regulation"). Investors should not subscribe for
any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus are available
from the Company's registered office and, subject to certain exceptions, on the
website of the Company.
In any EEA Member State other than Norway and Sweden this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"), i.e., only to investors who can receive the offer without an
approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors 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 in the United Kingdom 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.
The Managers and their affiliates are acting exclusively for the Company, SATS
Group AS, SATS Management Invest AS and Hansemgruppen Holding AS and no-one else
in connection with the Offering. They will not regard any other person as their
respective clients in relation to the intended Offering and will not be
responsible to anyone other than the Company, SATS Group AS, SATS Management
Invest AS and Hansemgruppen Holding AS for providing the protections afforded to
their respective clients, nor for providing advice in relation to the intended
Offering, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.
In connection with the contemplated Offering, 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 contemplated Offering
or otherwise. Accordingly, references in any prospectus, if published, 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", "aims", "expect",
"anticipate", "intends", "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 Offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the Offering will proceed and that
the listing will occur.
Certain figures contained in this document, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
