Satair A/S
Airbus Denmark Holding ApS

Satair A/S 

05.10.2011 12:33

Dissemination of a Adhoc News, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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- Notice of Redemption of Minority Shareholders of Satair A/S Company
Registration no. (CVR) 78 41 97 17 pursuant to Sections 70-72 of the Danish
Companies Act 

Following completion of a voluntary, recommended, public offer announced on 2
August 2011 (the 'Offer') in accordance with executive order no. 221 of 10
March 2010 on takeovers, etc., Airbus Denmark Holding ApS owns 4,237,219 shares
as of the date hereof, equivalent to approximately 96.7 % of the total share
capital and the voting rights in Satair A/S. As a result, Airbus Denmark
Holding ApS has determined to redeem the Satair A/S shares held by the
remaining shareholders of Satair A/S pursuant to Sections 70-72 of the Danish
Companies Act. 



The shareholders of Satair A/S are therefore requested within a four-week
period expiring on November 3, 2011 to transfer their shares in the company to
Airbus Denmark Holding ApS through SEB Enskilda. 



The shares will be transferred to Airbus Denmark Holding ApS at a price of DKK
580 per share of DKK 20 nominal value each, and payment will be made in cash.
Any brokerage fees and/or other costs arising from the shareholders' sale of
their shares shall be borne by said shareholders and such fees and costs shall
be of no concern to Airbus Denmark Holding ApS. The price offered equals the
price paid by Airbus Denmark Holding ApS to the shareholders having accepted
the Offer. In the event that Satair A/S pays dividends or otherwise makes
distributions to its shareholders prior to settlement of the sale of the shares
to Airbus Denmark Holding ApS, pursuant to this Notice, the price to be paid
per share will be reduced by the amount of such dividend or distribution on a
DKK-for-DKK basis. 



All shares transferred to Airbus Denmark Holding ApS in accordance with this
Notice must be free from any charge or encumbrance in every respect. 



Any shareholder who wishes to transfer its shares to Airbus Denmark Holding ApS
shall request its own custodian bank, where the shares are held in deposit, to
transfer the shares to Airbus Denmark Holding ApS through SEB Enskilda. The
custodian banks shall at the latest on November 3, 2011 send a summary to SEB
Enskilda pr. e-mail: prospekt@enskilda.dk or fax +45 33 28 29 02 of the total
number of shares requested to be redeemed on behalf of customers with deposits
in the custodian bank concerned. Settlement of the transferred shares will be
made in cash through the shareholder's own custodian bank and will be effected
as quickly as possible after the expiry of the four week period. Enclosed is a
form that shall be used in connection with the transfer of the shares. 



As the redemption price equals the consideration paid to the shareholders who
accepted the Offer, the redemption price is deemed fair and equitable under
applicable tender offer legislation. If, however, a minority shareholder
disagrees with the redemption price, such shareholder may, pursuant to Section
70(2) of the Danish Companies Act, request that the redemption price be
determined by an expert who shall be appointed by the court of the jurisdiction
of Satair A/S' registered office. The expert will determine the redemption
price in accordance with the provisions of Section 67(3) of the Danish
Companies Act. 



If the expert's valuation under Section 67(3) of the Danish Companies Act
results in a higher redemption price than offered by Airbus Denmark Holding
ApS, then this higher price also applies to the shareholders whose shares were
redeemed and who did not ask for a valuation. The costs relating to a quotation
are paid by the shareholder who asked for a valuation. However, the court may
order Airbus Denmark Holding ApS to pay the costs in whole or in part, if the
valuation leads to a higher redemption price than offered by Airbus Denmark
Holding ApS. 



Minority shareholders that have not transferred their shares to Airbus Denmark
Holding ApS before the expiry of the time limit of four weeks stated above,
will under Section 72 of the Danish Companies Act by announcement in the Danish
Commerce and Companies Agency's IT system be requested to transfer their shares
within a further period of three months. If the shareholders have not
transferred their shares before the expiry of this period of three months, the
shares will automatically be registered in the name of Airbus Denmark Holding
ApS at the expiry of the period. At the same time the redemption price for the
shares in question will be deposited under the Danish Escrow Account Act. 



Statement by the Board of Directors of Satair A/S on the terms for the
redemption of the company's minority shareholders 

 The Board of Directors of Satair A/S (the 'Board') has received and reviewed
the above announcement from Airbus Denmark Holding ApS regarding the initiated
redemption of the minority shareholders and on this occasion makes the
following statement, cf. Section 70(2) of the Danish Companies Act (in Danish:
Selskabsloven): 



Taking into consideration the advantages and disadvantages of the Offer and
considering the other matters analysed in the Board's statement of 2 August
2011, the Board unanimously recommended the shareholders to accept the Offer.
Reference is made to Satair A/S' company announcement no. 209/2011 of 2 August
2011. 



The redemption of the minority shareholders now initiated by Airbus Denmark
Holding ApS will take place on the same terms, including the same price per
share in Satair A/S which Airbus Denmark Holding ApS offered under the
completed Offer and which 96.7 % of the company's shareholders, in terms of
share capital and votes, decided to accept. 



In the opinion of the Board, the terms for the redemption initiated by Airbus
Denmark Holding ApS are in accordance with customary practice for the
redemption of shares held by minority shareholders after completion of takeover
bids for shares in Danish listed companies. 



Kind regards,



Copenhagen, October 5, 2011



Airbus Denmark Holding ApS





Company

 Satair A/S

Company Registration (CVR) no. 78 41 97 17
News Source: NASDAQ OMX



05.10.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Satair A/S
              
               
              Denmark
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         DK0010230390
WKN:          
 
End of Announcement                             DGAP News-Service
 
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