INHALT

Commission Decision (EU) 2024/2549 of 29 November 2023 on State aid SA.57543 and SA.58342 (2020/NN) (ex 2020/N), implemented by the Kingdom of Denmark and the Kingdom of Sweden for Scandinavian Airlines System AB (notified under document C(2023) 8356)

COMMISSION DECISION (EU) 2024/2549
of 29 November 2023
on State aid SA.57543 and SA.58342 (2020/NN) (ex 2020/N), implemented by the Kingdom of Denmark and the Kingdom of Sweden for Scandinavian Airlines System AB
(notified under document C(2023) 8356)
(Text with EEA relevance)
1.
PROCEDURE
2.
DETAILED DESCRIPTION OF THE MEASURE
2.1.
Objective of the Measure
2.1.1.
The containment measures adopted by Denmark and Sweden as a response to the COVID-19 pandemic
2.1.2.
The impact of the COVID-19 pandemic and the related containment measures on SAS’ activities
2.1.3.
SAS’ equity and liquidity needs to face the COVID-19 pandemic
2.1.3.1.
Cost-savings initiatives decided by SAS to mitigate the impact of the COVID-19 pandemic
2.1.3.2.
State aid granted to SAS in the context of the COVID-19 pandemic
2.1.3.3.
SAS’ financial needs for equity and liquidity
2.1.4.
Role of SAS for the Danish and Swedish economy
2.1.5.
Absence of alternatives to the recapitalisation measure
2.2.
Outline of the different components of the Measure
2.3.
Form of the Measure
2.4.
Legal basis
2.5.
Granting authority and administration of the Measure
2.6.
Budget and duration of the Measure
2.7.
Beneficiary
2.8.
Implementation of the Measure
2.8.1.
The equity instrument
2.8.1.1.
Directed issue
2.8.1.2.
Rights Issue
2.8.2.
The hybrid capital instrument
2.8.3.
Conversion of the Existing Hybrid Notes and Bonds
2.8.4.
Governance conditions and prevention of undue distortions of competition
2.8.5.
Exit strategy of Denmark and Sweden
2.9.
Cumulation of State aid
2.10.
Monitoring and reporting
2.11.
Grounds for opening the formal investigation procedure
3.
COMMENTS FROM DENMARK AND SWEDEN
3.1.
The Measure already provides an appropriate remuneration and exit incentives for Denmark and Sweden
3.2.
Other comments on the opening decision
4.
COMMENTS FROM INTERESTED PARTIES
4.1.
Comments from SAS
4.1.1.
The Measure already provides an appropriate remuneration and exit incentives for Denmark and Sweden
4.1.2.
SAS was not able to find financing on the markets at affordable terms
4.2.
Comments from Ryanair
4.2.1.
Lawfulness of the Measure
4.2.2.
The Measure does not comply with Articles 18, 49 and 56 TFEU and Article 15 of Regulation (EC) No 1008/2008
4.2.3.
The eligibility criteria were not satisfied for SAS to obtain the Measure (point 49 of the Temporary Framework)
4.2.3.1.
The Commission did not duly justify that, without the Danish and Swedish’ intervention, SAS would go out of business or face serious difficulties to maintain its operations
4.2.3.2.
The Commission did not establish that it was in the common interest to intervene
4.2.3.3.
SAS was able to find financing on the markets at affordable terms
4.2.3.4.
The Commission relied on erroneous data to assess compliance with point 49(d) of the Temporary Framework
4.2.4.
The Measure is neither appropriate nor the least distortive alternative to competition (point 53 of the Temporary Framework)
4.2.5.
The Measure is not proportionate and the amount of the recapitalisation exceeds the minimum needed to ensure viability (point 54 of the Temporary Framework)
4.2.5.1.
Alleged misapplication of the Temporary Framework
4.2.5.2.
Alleged manifest error of assessment regarding the calculation of the amount of the aid
4.2.6.
The Measure does not ensure appropriate remuneration for and the exit of Denmark and Sweden (section 3.11.5 of the Temporary Framework)
4.2.6.1.
The equity instrument provides neither a step-up mechanism nor a comparable alternative (points 61 and 62 of the Temporary Framework)
4.2.6.2.
The hybrid capital instrument does not sufficiently remunerate Sweden and Denmark (points 65 and 66 of the Temporary Framework)
4.2.7.
The Measure does not prevent undue distortions of competition (point 72 of the Temporary Framework)
4.2.8.
The Commission cannot waive the prohibition of non-mandatory coupon payments (point 77 of the Temporary Framework)
4.2.9.
The Commission does not require the notification of a restructuring plan in time (point 85 of the Temporary Framework)
5.
COMMENTS FROM DENMARK AND SWEDEN ON INTERESTED PARTIES’ COMMENTS
5.1.
An interim recovery of the aid is not justified
5.2.
It was in the common interest to intervene in favour of SAS
5.3.
The Measure complies with articles 18, 49 and 56 TFEU
5.4.
Compliance with points 61 and 62 of the Temporary Framework
6.
ASSESSMENT OF THE MEASURE
6.1.
Existence of State aid
6.2.
Lawfulness of the State aid
6.3.
Compatibility of the State aid
6.3.1.
Eligibility and entry conditions
6.3.1.1.
Compliance with point 49(a) of the Temporary Framework
6.3.1.2.
It is in the common interest to intervene
6.3.1.3.
Compliance with point 49(c) of the Temporary Framework
6.3.1.4.
Compliance with point 49(d) of the Temporary Framework
6.3.2.
Types of recapitalisation measures
6.3.3.
Amount of the recapitalisation (point 54 of the Temporary Framework)
6.3.3.1.
Public support limited to the minimum needed to restore SAS’ capital structure
6.3.3.2.
Public support limited to the minimum needed to ensure the viability of SAS
6.3.3.3.
Sensitivity analysis
6.3.3.4.
Conclusion
6.3.4.
Remuneration and exit of the State
6.3.4.1.
Remuneration of the equity instruments and exit of the States
6.3.4.1.1. Entry price
6.3.4.1.2. Step-up mechanism
6.3.4.1.3. Exit of the State
6.3.4.2.
Remuneration of the hybrid capital instruments and exit of the State
6.3.4.3.
Conclusion
6.3.5.
Governance and prevention of undue distortions of competition
6.3.5.1.
Compliance with point 72 of the Temporary Framework
6.3.5.1.1. Identification of the relevant markets
6.3.5.1.2. Overview of the relevant airports
6.3.5.1.3. Criteria for the assessment of SAS’ market power at the relevant airports
6.3.5.1.3.1. Market shares in terms of flights and seats as indicators of existing competitive structures
6.3.5.1.3.2. Barriers to expansion or entry
6.3.5.1.3.3. Slot holdings and congestion rates as indicators of potential competitive structures
6.3.5.1.3.4. Conclusion
6.3.5.1.4. Application of the criteria for the assessment of SAS’ market power at the relevant airports
6.3.5.1.4.1. Assessment of SAS’ market power at Copenhagen airport
6.3.5.1.4.2. Assessment of SAS’ market power at Stockholm Arlanda airport
6.3.5.1.4.3. Assessment of SAS’ market power at Trondheim airport
6.3.5.1.4.4. Assessment of SAS’ market power at Stavanger airport
6.3.5.1.4.5. Assessment of SAS’ market power at Tromsø airport
6.3.5.1.4.6. Conclusion on market power
6.3.5.2.
Compliance with other conditions under section 3.11.6 of the Temporary Framework
6.3.5.2.1. Point 71 of the Temporary Framework
6.3.5.2.2. Point 73 of the Temporary Framework
6.3.5.2.3. Points 74 and 75 of the Temporary Framework
6.3.5.2.4. Point 76 of the Temporary Framework
6.3.5.2.5. Point 77 of the Temporary Framework
6.3.5.2.6. Point 78 of the Temporary Framework
6.3.5.3.
Conclusion on compliance with the conditions concerning governance and prevention of undue distortions of competition
6.3.6.
Exit strategy of the State from the participation resulting from the recapitalisation and reporting obligations
6.3.7.
Section 4 of the Temporary Framework
6.3.8.
Compatibility of the Measure with other provisions of Union law
7.
CONCLUSION
Article 1
Article 2
Article 3
Article 4