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NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to previous stock exchange announcements from Flyr AS (“Flyr”
or the “Company”) regarding a fully underwritten rights issue of 263,157,894 new
shares in the Company (the “Offer Shares”), raising gross proceeds of NOK 250
million (the “Rights Issue”).
The subscription period in the Rights Issue starts today, 7 January 2022, at
09.00 CET. Certain information about the Rights Issue is set out below. The
complete terms and conditions of the Rights Issue are set out in the Prospectus
(as defined below).
Arctic Securities AS, Carnegie AS and Sparebank 1 Markets AS are acting as
managers for the Rights Issue (jointly, the “Managers”).
Allocation and grant of Subscription Rights
The holders of the Company’s shares as of 4 January 2022 ((the “Existing
Shareholders” and the “Existing Shares”, respectively), as registered with the
Norwegian Central Securities Depository (the “VPS”) as of 6 January 2022 (the
“Record Date”)) have been granted transferable subscription rights (the
“Subscription Rights”) in the Rights Issue that, subject to applicable law,
provide preferential rights to subscribe for, and be allocated, Offer Shares at
the subscription price of NOK 0.95 per Offer Share (the “Subscription Price”).
Each Existing Shareholder has been granted 1.754386 Subscription Rights for each
Existing Share registered as held by the Existing Shareholder at the Record
Date, rounded down to the nearest whole Subscription Right. The Subscription
Rights will be distributed free of charge to the Existing Shareholders.
Each whole Subscription Right will, subject to applicable law, give the right to
subscribe for, and be allocated, one Offer Share. Over-subscription by holders
of Subscription Rights will be permitted, however, there can be no assurance
that Offer Shares will be allocated for such subscriptions. The Underwriters (as
defined below) will have a preferential right to subscribe for and be allocated
Offer Shares that have not been subscribed for based on allocated or acquired
Subscription Rights. Other than subscriptions from the Underwriters,
subscription in the Rights Issue without Subscription Rights is not permitted.
The grant or purchase of Subscription Rights and the subscription of Offer
Shares by persons resident in, or who are citizens of countries other than
Norway, may be affected by laws of the relevant jurisdiction. For a further
description of such restrictions, reference is made to Section 15.8
“Subscription Rights” and Section 16 “Selling and Transfer Restrictions” in the
prospectus prepared by the Company and dated 6 January 2022 (the “Prospectus”).
The Prospectus is, subject to applicable local securities laws, available at the
websites of; (i) the Company (www.flyr.com/investor), (ii) Arctic Securities AS
(Offerings - Arctic Securities AS), (iii) Carnegie AS
(Ongoing prospectuses and offerings: - Carnegie Norway), and (iv)
Sparebank 1 Markets AS (https://www.sb1markets.no).
Subscription period
The subscription period commences today on 7 January 2022 and expires on 21
January 2022 at 16.30 CET (the “Subscription Period”). The Subscription Period
may not be shortened, but the Board of Directors of the Company may extend the
Subscription Period if this is required by law as a result of the publication of
a supplemental prospectus.
Subscription Rights
The Subscription Rights will be listed and tradable on Euronext Growth Oslo from
7 January 2022 to 19 January 2022 at 16.30 CET, under the ticker “FLYRT”. The
Subscription Rights will hence only be tradable during part of the Subscription
Period.
Persons intending to trade in Subscription Rights should be aware that trading
in, and exercise of, Subscription Rights by holders who are located in
jurisdictions outside of Norway may be restricted or prohibited by applicable
securities laws. See Section 16 “Selling and Transfer Restrictions” in the
Prospectus for further information. Subscription Rights that are not used to
subscribe for Offer Shares before the expiry of the Subscription Period on 21
January 2022 at 16.30 CET or sold before 19 January 2022 at 16.30 CET will have
no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have economic value if the Company’s
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not use their Subscription Rights will experience a
dilution of their shareholding in the Company, as further detailed in Section
15.19 “Dilution” of the Prospectus.
Subscription Price
The Subscription Price is NOK 0.95 per Offer Share.
Subscription procedure
Subscriptions for Offer Shares may either be made through the VPS online
subscription system or by submitting a correctly completed subscription form to
one of the Managers within the Subscription Period.
Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the Norwegian VPS’
online subscription system (or by following the link on
Offerings - Arctic Securities AS, https://www.carnegie.no/ongoing
-prospectuses-and-offerings/ or https://www.sb1markets.no, which will redirect
the subscriber to the VPS online subscription system). All online subscribers
must verify that they are Norwegian residents by entering their national
identity number (Nw.: fødselsnummer). Subscriptions made through the VPS online
subscription system must be duly registered before the expiry of the
Subscription Period.
Subscribers that are not able to use the VPS online subscription system must
submit a correctly completed subscription form to one of the Managers during the
Subscription Period. The subscription form is attached to the Prospectus. Postal
and e-mail addresses to the Managers are included in Section 15.10 “Subscription
procedures” of the Prospectus.
The Underwriting
Pursuant to an underwriting agreement dated 8 November 2021, the participants in
the underwriting syndicate for the Rights Issue (the “Underwriters”) have, on a
firm commitment basis, undertaken, severally and not jointly, and otherwise on
the terms and conditions set out in the underwriting agreement, to fully
underwrite the Rights Issue, i.e. with an aggregate amount of NOK 250 million
(the “Underwriting Obligation”).
Pursuant to the underwriting agreement, each Underwriter shall receive an
underwriting commission equal to 3% of their respective underwriting obligation.
The Underwriting Obligation will expire in the event that the Underwriters are
not notified of any conditional allocation under the Underwriting Obligation
within 1 February 2022.
See Section 15.20 “The Underwriting” in the Prospectus for further information
about the Underwriters.
Financial Intermediaries
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their Existing Shares through a financial intermediary
should contact the financial intermediary if they have received no information
with respect to the Rights Issue.
Allocation of Offer Shares - Listing and commencement of trading in the Offer
Shares
Following expiry of the Subscription Period, the Offer Shares will be allocated
to subscribers in accordance with the allocation principle described in Section
15.13 “Allocation of the Offer Shares” in the Prospectus. Payment for allocated
Offer Shares falls due on 25 January 2022.
Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Rights
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 1 February 2022 and that allocated Offer Shares will be delivered to
the VPS accounts of the subscribers, and be tradable on Euronext Growth Oslo, on
or about the same day.
Webcast regarding the Rights Issue
The Company will hold a webcast regarding the Rights Issue at 11:00 (CET) on 13
January 2022. Please use the following link to the access the webcast:
https://channel.royalcast.com/landingpage/hegnarmedia/20220113_1/
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 the Prospectus approved by the Financial Supervisory
Authority of Norway and published by the Company as further described above.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the 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 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.
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