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: Reference is made to the stock exchange announcement by
SATS ASA ("SATS" or the "Company") published on 16 February 2022, regarding the
contemplated private placement of new shares in the Company to raise gross
proceeds of up to NOK 600 million (the "Private Placement").
SATS is pleased to announce that the Private Placement has been successfully
placed through an allocation of 30,800,000 offer shares (the "Offer Shares") at
a subscription price of NOK 19.50 per Offer Share, which will raise gross
proceeds to the Company of NOK 600,600,000. The Private Placement is divided
into two tranches. 17,176,338 Offer Shares have been allocated in the first
Tranche ("Tranche 1" and the "Tranche 1 Offer Shares") and 13,623,662 Offer
Shares have been allocated in the second tranche ("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").
ABG Sundal Collier ASA and SpareBank 1 Markets AS acted as Joint Global
Coordinators and Joint Bookrunners for the Private Placement (collectively, 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 Private Placement was multiple times oversubscribed by existing shareholders
and new high quality institutional investors.
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, both pre-committed to subscribe pro rata in the Private Placement. TG
has been allocated 4,600,000 Offer Shares (scaled back to 50% of pro rata due to
strong demand) and Altor has been allocated 7,432,040 Offer Shares (equivalent
to pro rata). TG, Altor and one other investor have agreed to be allocated
shares in Tranche 2, and all other investors have hence been allocated shares in
Tranche 1.
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, and thus subject to completion 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 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.
Notification of allocation and settlement instructions for Tranche 1 and Tranche
2 (conditional allocation in Tranche 2) are expected to be issued by the
Managers to the applicants on or about 17 February 2022.
Settlement of the Tranche 1 Offer Shares will take place on a delivery versus
payment basis on or about 21 February 2022, by delivery of existing and
unencumbered shares in the Company, that are already listed on the Oslo Stock
Exchange, borrowed from Altor pursuant to a share lending agreement entered into
between the Joint Global Coordinators, the Company and Altor. The Tranche 1
Offer Shares will thus be tradeable from allocation. The Joint Global
Coordinators will settle the share loan with 17,176,338 new shares in the
Company resolved issued by the board of directors in a board meeting held on 16
February 2022, based on a board authorisation granted by the Company's general
meeting on 11 May 2021.
Following registration of the share capital increase pertaining to the Tranche 1
Offer Shares with the Norwegian Register of Business Enterprises, the Company
will have a registered share capital of NOK 402,522,770, divided into
189,422,480 shares, each with a nominal value of NOK 2.125.
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 13,623,662 Tranche
2 Offer Shares at the subscription price of NOK 19.50, as proposed by the board
of directors in the board meeting on 16 February 2022, 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 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 (including TG and Altor) have undertaken to vote
in favour of Tranche 2 at the EGM for the shares they own in the Company at such
point in time.
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 Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The board of directors 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
Oslo Børs and Oslo Børs' Guidelines on the rule of equal treatment, and deems
that the Private Placement is in compliance with these obligations. The board of
directors is of the view that it has been in the common interest of the Company
and its shareholders that the equity raise was structured as a private
placement, in particularly considering the current market conditions and the
growth opportunities that are available to the Company. By structuring the
equity raise as a private placement, the Company has been able to raise equity
efficiently, with a low discount (approximately 5.3% to the trading price as at
the end of trading on 16 February 2022, and at a lower cost and with a
significantly reduced completion risk compared to a rights issue. The board of
directors also considered that the Private Placement was structured as a
publicly announced accelerated bookbuilding process, and that the subscription
price therefore is deemed to reflect a market price for the Company's shares.
The board of directors has on this basis resolved not to conduct a subsequent
repair offering directed towards shareholders who did not participate 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 23:25 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.
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.
