25th Feb 2005 07:01
BAE SYSTEMS PLC25 February 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN BAE SYSTEMS plc COMPLETES PLACEMENT OF 13.2 MILLION SHARES IN SAAB AB London, 25 February 2005 Further to its earlier announcement on 22 February 2005, BAE SYSTEMS plc ("BAESystems") announces the sale of 13.2 million series B shares ("Shares") in thecapital of Saab AB ("Saab"). The Shares have been placed at a price of SEK 113per Share (the "Placing") resulting in gross proceeds of SEK 1,491.6 million(£113.6 million). The Shares represent approximately 12% of the issued sharecapital by economic ownership of Saab. ABN AMRO Rothschild was the sole bookrunner and global co-ordinator for thePlacing. Hoare Govett Limited is a corporate broker to BAE Systems. Settlement of the Placing will take place on 2 March 2005 (ie a T+3 basis). BAE Systems has granted ABN AMRO Bank N.V. (London branch) (on behalf of ABNAMRO Rothschild) an option (the "over-allotment option") over 1.975 millionShares, which is exercisable during the period from the date the Placing priceis announced and ending 30 days after such announcement. Pursuant to theover-allotment option, ABN AMRO Bank N.V. (London branch) (on behalf of ABN AMRORothschild) may require BAE Systems to sell up to 1.975 million additionalShares at the Placing price. With the sale of 13.2 million Shares (exclusive of the over-allotment option)BAE Systems' economic ownership in Saab after completion of the Placing willfall to 22.1%. Simultaneously with the Placing, BAE Systems has initiatedconversion of 1.2 million of its series A Saab shares into 1.2 million series BSaab shares in order to bring its voting rights and economic ownership in line,given that each series A Saab share has ten votes whilst each series B Saabshare has one vote. Immediately following the Placing and the conversion, butprior to any exercise of the over-allotment option, BAE Systems' share of thevoting rights in Saab will be 21.5%, with economic ownership being 22.1%. In theevent of full exercise of the over-allotment option, and following both thePlacing and the conversion, BAE Systems' economic ownership and voting rights inSaab will be 20.3% and 20.2% respectively. BAE Systems currently intends to retain its holding in Saab, followingcompletion of the Placing and any sale of shares pursuant to the over-allotmentoption, as a long-term investment. In addition BAE Systems has agreed to alock-up period of 365 days after pricing of the Placing, subject to variousexceptions, including the consent of ABN AMRO Rothschild (not to be unreasonablywithheld). Should you have any questions with respect to the Placing, please contact AndyWrathall at BAE Systems (tel: +44 1252 383455) or Richard Heald / Pim van derVelden at ABN AMRO Rothschild (tel: +44 20 7678 8000). MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE"ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONSTOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THEPLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BYPERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. ABN AMRO Rothschild (an unincorporated equity capital markets joint venturebetween ABN AMRO Bank N.V. and N M Rothschild & Sons Limited) and Hoare GovettLimited are acting for BAE Systems and no one else in connection with thePlacing and will not be responsible to any person other than BAE Systems forproviding the protections afforded to clients of ABN AMRO Rothschild and / orHoare Govett Limited nor for providing advice in relation to the Placing. This announcement has been issued by BAE Systems and is the sole responsibilityof BAE Systems. This announcement is for information purposes only and does notconstitute investment advice or an offer or invitation to acquire or dispose ofany Shares of Saab in Sweden, the United Kingdom, the United States or any otherjurisdiction. This announcement does not constitute an offer of securities forsale, exchange or transfer, and is not soliciting an offer to purchase, exchangeor transfer any securities, in the United States or in any jurisdiction wherethe offer, sale, exchange or transfer is not permitted or to any person orentity to whom it is unlawful to make that offer, sale, exchange or transfer.The Shares have not been and will not be registered under the US Securities Actof 1933, as amended (the "Securities Act"), and accordingly, may not be offeredor sold in the United States absent registration or except pursuant to anexemption from, or in a transaction not subject to, registration under theSecurities Act. No public offering of the Shares will be made in the UnitedStates or elsewhere. Neither this announcement nor any copy of it may be taken, transmitted ordistributed, directly or indirectly, in or into the United States, Canada,Australia or Japan. Any failure to comply with this restriction may constitute aviolation of United States, Canadian, Australian or Japanese securities laws. The distribution of this announcement and the offering or sale of the Shares incertain jurisdictions may be restricted by law. No action has been taken by BAESystems or ABN AMRO Rothschild or Hoare Govett Limited, or any of theirrespective affiliates, that would permit an offer of the Shares or possession ordistribution of this announcement or any other offering or publicity materialrelating to such Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this announcement comes are required byBAE Systems, ABN AMRO Rothschild and Hoare Govett Limited to inform themselvesabout and to observe any such restrictions. In accordance with an available exemption from the Swedish prospectus regime,the Placing has been made without a prospectus given that the minimumallocation, if any, to a Swedish investor has been at least SEK 300,000. In connection with the Placing, ABN AMRO Bank N.V. (London branch) will act asstabilising manager and, as such, ABN AMRO Bank N.V. (London branch) or anyperson acting for ABN AMRO Bank N.V. (London branch) may, in connection with thePlacing, over-allot or effect transactions with a view to supporting the marketprice of the Shares at a higher level than that which might otherwise prevailfor a limited period after the Placing. However, there is no assurance that ABNAMRO Bank N.V. (London branch) will undertake stabilisation action. Anystabilisation action may begin at the time of adequate public disclosure of thePlacing price and, if commenced, may be discontinued at any time and must bebrought to an end no later than 30 days after the date of such adequate publicdisclosure. The stabilisation transactions, if any, will be executed on theStockholm Stock Exchange through Alfred Berg Fondkommission AB, a wholly ownedsubsidiary of ABN AMRO Bank N.V.. Stabilisation / FSA. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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