22nd Feb 2005 07:01
BAE SYSTEMS PLC22 February 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN BAE SYSTEMS plc ANNOUNCES ITS INTENTION TO SELL UP TO 15.175 MILLION SHARES INSAAB AB London, 22 February 2005 BAE SYSTEMS plc ("BAE Systems") announces its intention to sell up to 15.175million series B shares ("Shares") in the capital of Saab AB ("SAAB") by way ofan accelerated bookbuilt placing of such Shares to institutional investors (the"Placing"). The Shares represent approximately 14% of the share capital byeconomic rights of Saab. The number of Shares to be sold in to the Placing and the placing price will bedecided at the close of the accelerated bookbuilding period and a furtherannouncement will be made by BAE Systems thereafter. ABN AMRO Rothschild hasbeen appointed as the sole bookrunner and global co-ordinator for the Placing.Hoare Govett Limited is a corporate broker to BAE Systems. ABN AMRO Rothschild will now approach institutional investors with immediateeffect. Pricing and allocation of the Placing is expected to occur after closeof the London market on 24 February 2005. ABN AMRO Rothschild as sole bookrunnerhas absolute discretion to determine the close of the bookbuilding period andthe timing of the allocations. It is anticipated that settlement of the Placing(which will be on a T+3 basis) will take place on 2 March 2005. Of the 15.175 million Shares, BAE Systems has granted ABN AMRO Bank N.V. (Londonbranch) (on behalf of ABN AMRO Rothschild) an option (the "over-allotmentoption") over 1.975 million Shares, which is exercisable during the periodcommencing with the date the Placing price is announced and ending 30 days aftersuch announcement. Pursuant to the over-allotment option, ABN AMRO Bank N.V.(London branch) (on behalf of ABN AMRO Rothschild) may require BAE Systems tosell up to 1.975 million Shares at the placing price. With the sale of 15.175 million Shares (inclusive of the over-allotment option)BAE Systems' economic ownership in Saab after the Placing would fall to slightlyover 20%. BAE Systems currently intends to retain its remaining holding in Saabas a long-term investment. In addition BAE Systems has agreed to a lock-upperiod of 365 days after pricing of the Placing, subject to various exceptions,including the consent of ABN AMRO Rothschild (not to be unreasonably withheld). In accordance with an available exemption from the Swedish prospectus regime,the Placing is being made without a prospectus given that the minimumallocations, if any, to a Swedish investor will be at least SEK 300,000. 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 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:
BAE Systems