The board of directors of SATS ASA ("SATS" or the "Company", OSE ticker "SATS")
has resolved to implement a new share investment program (the "Share Investment
Program") for senior executives and certain other key employees of the Company
(the "Eligible Employees") with a view to align the interests of the Eligible
Employees with those of the Company's shareholders.
The offer under the Share Investment Program (the "Offer") comprises up to
4,500,000 shares in the Company and will allow Eligible Employees to apply for
shares, subject to a three-year lock-up undertaking which entails a reduction in
the fair market value of such shares due to the lock-up obligation.
The Offer consists of a combination of (i) up to 2,500,000 new shares to be
issued by the Company through a share capital increase (the "New Shares") and
(ii) up to 2,000,000 existing shares to be acquired by the Company in the market
pursuant to a buy-back program (the "Existing Shares" and together with the New
Shares, the "Shares"), each to be announced separately.
The application period for the Offer will commence tomorrow, on 28 March 2023 at
09:00 hours (CEST), and will expire on 29 March 2023 at 16:30 hours (CEST) (the
"Application Period").
The offer price for the Shares will be set to an amount equal to the
volume-weighted average trading price for the Company's shares on the Oslo Stock
Exchange during the ten trading days' period up to and including 29 March 2023,
with a reduction of 25% which reflects the three-year lock-up period (based on a
Black & Scholes model).
To facilitate certain of the Eligible Employees' participation in the Share
Investment Program, the board of directors has resolved that the Company will
grant such persons a loan to finance parts of their investment under the Share
Investment Program. The contemplated financial assistance will only be offered
for Existing Shares, meaning that any New Shares allocated to Eligible Employees
will be fully financed by the Eligible Employees themselves. The loans granted
by the Company will be on market terms, interest bearing and with security in
the relevant Eligible Employees' Shares. The loans will be provided to the
Eligible Employees' wholly owned holding companies which will acquire the
Shares.
Completion of the Share Investment Program is subject to approval by the
Company's general meeting as it represents a deviation from the current
guidelines on share-based remuneration for the Company's senior executives and
requires a board authorization for the issue of the New Shares. Consequently,
the Share Investment Program will be placed on the agenda for annual general
meeting of the Company expected to be held on May 31, 2023 (the "2023 Annual
General Meeting").
The granting of the loans by the Company will be carried out in accordance with
Section 8-10 of the Norwegian Public Limited Liability Companies Act. The
granting of loans is therefore subject to approval by the 2023 Annual General
Meeting. The board of directors' statement on the loans will be made available
for the 2023 Annual General Meeting and will be announced in the Norwegian
Register of Business Enterprises (Nw. Foretaksregisteret).
Any Existing Shares acquired under the contemplated buy-back program prior to
the 2023 Annual General Meeting will be acquired pursuant to the authorization
to acquire treasury shares provided by the annual general meeting on 4 April
2022, while any acquisition of Existing Shares after the 2023 Annual General
Meeting is conditional upon, and will be acquired pursuant to, an authorization
contemplated to be provided by the 2023 Annual General Meeting.
SATS will publish its Q1 2023 report on 26 April 2023. The Company reiterates
that the development is in line with the projections and key messages
communicated at the Capital Market Day in October 2022 and at the Q4 2022
reporting in February 2023, with continued positive development in members,
revenues, and profit.
More information about the Share Investment Program and the financial
assistance, and the proposed shareholder resolutions in this regard will be
provided in the notice of the 2023 Annual General Meeting.
For further information, please contact:
Cecilie Elde, Chief Financial Officer, phone: +47 924 14 195
Stine Klund, Finance and Investor Relations Manager, phone: +47 986 99 259
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
