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 OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
SATS ASA – Payment of the Committed Dividend
Oslo, 25 October 2019: SATS ASA ("SATS" or the "Company", OSE ticker code:
"SATS"): Reference is made to the stock exchange announcement made by SATS on 23
October 2019 regarding the completion of the bookbuilding period of the initial
public offering of shares in SATS (the "Offering").
The Company's committed dividend of NOK 1,000 million, as resolved by the
Company's general meeting on 28 June 2019 and adjusted on 27 September 2019,
payable to the Company's shareholders on record as at 28 June 2019 (i.e., SATS
Group AS, SATS Management Invest AS and Hansemgruppen Holding AS) has today been
settled through payment to said shareholders and set-off against an account
receivable against SATS Group AS in the amount of NOK 130 million. The dividend
payment per share is NOK 8.90 (prior to the issuance of the new shares in the
Offering). Please see the prospectus dated 10 October 2019, as supplemented by
the supplemental prospectus dated 14 October 2019 (jointly, the "Prospectus")
for more information on the committed dividend payment.
ABG Sundal Collier ASA, Morgan Stanley & Co. International plc and Carnegie AS
are acting as Joint Global Coordinators and Joint Bookrunners, Swedbank Norge
(in cooperation with Kepler Cheuvreux) is acting as Joint Bookrunner, in
connection with the Offering (collectively, the "Managers").
Advokatfirmaet Thommessen AS and Latham & Watkins (London) LLP are acting as
legal counsels to SATS, SATS Group AS and Hansemgruppen Holding AS.
Advokatfirmaet BAHR AS and Cleary Gottlieb Steen & Hamilton LLP are acting as
legal counsels to the Managers.
Prime and Zynk are acting as communication advisors to SATS.
For further queries, please contact:
Cecilie Elde, Chief Financial Officer
+47 92 41 41 95
cecilie.elde@sats.no
About SATS
SATS is a Nordic fitness center chain. The company has a broad training offering
with great flexibility for its approximately 700,000 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 more than 10,000 employees in
Norway, Sweden, Finland and Denmark. For more information about SATS, see
www.satsgroup.com.
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 prepared in connection with the Offering
dated 10 October 2019, as supplemented by the supplemental prospectus dated 14
October 2019 (jointly, 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 and the selling shareholders 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.
