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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Flyr AS (“Flyr” or the “Company”) has engaged Arctic Securities AS and Carnegie
AS as joint bookrunners (jointly the “Managers”) to advise on and effect a
contemplated private placement of new ordinary shares in the Company (the “New
Shares”), raising gross proceeds of NOK 225 - 250 million (the “Private
Placement”). The subscription price per New Share in the Private Placement (the
“Offer Price”) will be set by the Company’s Board of Directors (the “Board”) on
the basis of an accelerated book-building process conducted by the Managers.
Flyr is experiencing strong production and passenger growth after the reopening
following the government-imposed restrictions related to the omicron wave of the
Covid-19 pandemic, and is currently seeing strong momentum in bookings towards
the summer season. The net proceeds from the Private Placement will be used to
re-establish the Company’s financial position, fund expanding flight operations
after the re-opening, and general corporate purposes.
Ojada AS, a company controlled by the chairman of the Board, Erik G. Braathen,
has pre-subscribed for, and will be allocated, New Shares for NOK 15 million in
the Private Placement.
The application period in the Private Placement will commence today, 5 May 2022
at 16:30 CEST and close on 6 May 2022 at 08:00 CEST. The Managers and the
Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”),
and (b) to investors in the United States who are “qualified institutional
buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each
case subject to an exemption being available from prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application and
allocation amount have been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
Allocation of New Shares will be determined on or about 6 May 2022 by the Board
at its sole discretion and in consultation with the Managers. The Board may
focus on allocation criteria such as (but not limited to) existing ownership in
the Company, timeliness of the application, price leadership, relative order
size, sector knowledge, perceived investor quality and investment horizon.
Settlement and conditions
The Private Placement will be divided into two tranches. Tranche 1 will consist
of 29,787,349 New Shares (representing approximately 7% of the outstanding
shares in the Company) (“Tranche 1”). Tranche 2 will consist of the number of
New Shares that, together with Tranche 1, is necessary in order to raise gross
proceeds amounting to the final size of the Private Placement (“Tranche 2”).
Allocations of New Shares to investors are expected to be split between Tranche
1 and Tranche 2 on a pro rata basis. However, to the extent investors request to
be allocated shares in Tranche 2, the Company will seek to accommodate this
(with the result that other investors may receive a larger part of their
allocation in Tranche 1). Ojada AS has agreed to take delivery of their full
allocation of New Shares in Tranche 2.
New Shares in Tranche 1 is expected to be settled with existing and unencumbered
shares in the Company that are already listed on Euronext Growth Oslo, pursuant
to a share lending agreement between the Company, the Managers and Ojada AS. The
share loan will be settled with new shares to be resolved issued by the Board
pursuant to an authorization granted by the Company’s extraordinary general
meeting held on 4 January 2022 (the “Board Authorization”).
The issue of the New Shares in Tranche 2 is subject to approval of the Company’s
extraordinary general meeting expected to be held on or about 13 May 2022 (the
“EGM”). The New Shares allocated to investors in Tranche 2 will be tradeable on
Euronext Growth Oslo following a stock exchange announcement by the Company
announcing the registration of the share capital increase pertaining to the New
Shares in Tranche 2 in the Norwegian Register of Business Enterprises.
Completion of Tranche 1 of the Private Placement is subject to approval by the
Board pursuant to the Board Authorization, while completion of Tranche 2 of the
Private Placement is subject to (i) the approval by the EGM, and (ii)
registration of the share capital increase pertaining to the New Shares in
Tranche 2 in the Norwegian Register of Business Enterprises. Further to this,
completion of both Tranche 1 and Tranche 2 are subject to the Company resolving
to consummate the Private Placement and allocate the New Shares. The Company
reserves the right, at any time and for any reason, to cancel, and/or modify the
terms of, the Private Placement prior to completion. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of the securing the desired funding is in the common
interest of Company and its shareholders.
Potential subsequent offering
Subject to, inter alia, completion of the Private Placement, approval by the EGM
and prevailing market price of the Company’s shares, the Board will consider
whether it is appropriate to carry out a subsequent offering (the “Subsequent
Offering”) at the Offer Price. Any such Subsequent Offering, if applicable and
subject to applicable securities laws, would be directed towards existing
shareholders in the Company as of 5 May 2022 (as registered with the VPS two
trading days thereafter) who (i) were not allocated New Shares in the Private
Placement, and (ii) are not resident in a jurisdiction where such offering would
be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action. The Company reserves the
right in its sole discretion to not conduct or to cancel the Subsequent
Offering.
Advisors
Arctic Securities AS and Carnegie AS act as Joint Bookrunners in the Private
Placement.
For further information, please contact:
Brede Huser, Chief Financial Officer
Phone: +47 99 16 99 74
Email: 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. Flyr AS
is listed at Euronext Growth under the ticker FLYR.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange release was published by Brede
Huser, Chief Financial Officer on the time and date provided.
Important information
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). This release is an announcement issued
pursuant to legal information obligations and is subject to the disclosure
requirements of section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only and does not constitute or form part of any
offer or solicitation to purchase or subscribe for securities, in the United
States or in any other jurisdiction. The securities mentioned herein have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the “US Securities Act”). The securities may not be offered or
sold in the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. The Company does not intend to register
any portion of any offering of the securities in the United States or to conduct
a public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the
potential Private Placement in the Company, and will not be responsible to
anyone other than the Company providing the protections afforded to their
respective clients or for providing advice in relation to the Private Placement
and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company’s current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.
Kilde
