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NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement published by Flyr AS (the
“Company”) on 22 December 2021 regarding the notice of an extraordinary general
meeting (“EGM”) to approve a fully underwritten rights issue in the Company, to
raise gross proceeds of NOK 250 million (the “Rights Issue”).
As further described in the notice for the EGM, the subscription price in the
Rights Issue is proposed to equal the theoretical ex-rights price (“TERP”) of
the Company’s shares based on the volume-weighted average price (“VWAP”) of the
Company’s shares on Euronext Growth Oslo at the date of the EGM, less a discount
of at least 30%. The EGM will be held today on 4 January 2022 at 18:00 hours
(CET).
The Company’s board of directors has today, based on a recommendation from
Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS acting as managers
of the Rights Issue, determined that the subscription price in the Rights Issue
is proposed set to NOK 0.95 per share, which represents a discount of 33.0% to
the TERP of the Company’s shares based on the VWAP of the Company’s shares on
Euronext Growth Oslo as of today 4 January 2022, of NOK 2.2372 per share.
On this basis, the Company’s board of directors has resolved to propose to the
EGM as follows:
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In connection with the proposal to approve the Rights Issue, the Company’s
share capital is proposed increased by NOK 526,315.788 by issuance of
263,157,894 new shares, each with a nominal value of NOK 0.002. The subscription
price is NOK 0.95 per share. The proposed resolution for the Rights Issue
included as item 4 on the agenda for the EGM will be updated accordingly.
-
In connection with the proposal to grant the board of directors with an
authorization to increase the Company’s share capital, it is proposed that the
board of directors may increase the Company’s share capital by up to NOK
82,631.579, which equals 10% of the Company’s share capital after completion of
the Rights Issue. The proposed resolution for the board authorization included
as item 5 of the agenda for the EGM will be updated accordingly.
For further information regarding the Rights Issue and the proposed board
authorization, see the notice for the EGM available on www.flyr.com/investor.
For further information, please contact:
Brede Huser, CFO
Mob: +47 99 16 99 74
E-mail: brede.huser@flyr.com
About Flyr
Flyr is a Norwegian based low-cost carrier with a demand driven business model
and a primary focus on the Norwegian market. The company targets a modern,
digital and efficient setup to ensure high operational efficiency through
simplicity, optimized resource utilization and smart use of technology. For more
information go to www.flyr.com.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. Copies of this announcement are not
being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures. Any offering of the securities referred to in this announcement will
be made by means of a prospectus approved by the Financial Supervisory Authority
of Norway and published by the Company. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned prospectus.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
“Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the managers (i.e. Arctic Securities
AS, Carnegie AS and SpareBank 1 Markets AS) of the Rights Issue to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in
relation to such offer. Neither the Company nor any of the managers of the
Rights Issue have authorised, nor do they authorise, the making of any offer of
the securities through any financial intermediary, other than offers made by the
managers which constitute the final placement of the securities contemplated in
this announcement. Neither the Company nor any of the managers of the Rights
Issue have authorised, nor do they authorise, the making of any offer of
securities in circumstances in which an obligation arises for the Company or any
managers to publish or supplement a prospectus for such offer.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company’s ability to attract, retain
and motivate qualified personnel, changes in the Company’s ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the managers of the Rights Issue nor any of their affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
managers of the Rights Issue nor any of its affiliates accepts any liability
arising from the use of this announcement.
In connection with the Rights Issue, the managers of the Rights issue and any of
their affiliates, acting as investors for their own accounts, may subscribe for
or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the Rights
Issue or otherwise. Accordingly, references in any subscription materials to the
shares being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such manager and any of their affiliates acting as
investors for their own accounts. The managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
Kilde
