BAE SYSTEMS plc COMPLETES PLACEMENT OF 13.2 MILLION SHARES IN SAAB AB
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Further to its earlier announcement on 22 February 2005, BAE SYSTEMS plc (“BAE Systems”) announces the sale of 13.2 million series B shares (“Shares”) in the capital of Saab AB (“Saab”). The Shares have been placed at a price of SEK 113 per Share (the “Placing”) resulting in gross proceeds of SEK 1,491.6 million (£113.6 million). The Shares represent approximately 12% of the issued share capital by economic ownership of Saab. ABN AMRO Rothschild was the sole bookrunner and global co-ordinator for the Placing. 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 ABN AMRO Rothschild) an option (the “over-allotment option”) over 1.975 million Shares, which is exercisable during the period from the date the Placing price is announced and ending 30 days after such announcement. Pursuant to the over allotment option, ABN AMRO Bank N.V. (London branch) (on behalf of ABN AMRO Rothschild) may require BAE Systems to sell up to 1.975 million additional Shares 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 will fall to 22.1%. Simultaneously with the Placing, BAE Systems has initiated conversion of 1.2 million of its series A Saab shares into 1.2 million series B Saab 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 Saab share has one vote. Immediately following the Placing and the conversion, but prior to any exercise of the over-allotment option, BAE Systems’ share of the voting rights in Saab will be 21.5%, with economic ownership being 22.1%. In the event of full exercise of the over-allotment option, and following both the Placing and the conversion, BAE Systems’ economic ownership and voting rights in Saab will be 20.3% and 20.2% respectively. BAE Systems currently intends to retain its holding in Saab, following completion of the Placing and any sale of shares pursuant to the over-allotment option, as a long-term investment. In addition BAE Systems has agreed to a lock-up period of 365 days after pricing of the Placing, subject to various exceptions, including the consent of ABN AMRO Rothschild (not to be unreasonably withheld). Should you have any questions with respect to the Placing, please contact Andy Wrathall at BAE Systems (tel: +44 1252 383455) or Richard Heald / Pim van der Velden at ABN AMRO Rothschild (tel: +44 20 7678 8000). MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES 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 WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.