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JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES 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 5 May 2022 regarding a private placement in the Company raising
gross proceeds of NOK 250 million (the “Private Placement”) and the key
information dated 6 May 2022 regarding a potential subsequent offering of up to
62,500,000 new shares in the Company, each at a nominal value of NOK 0.002 (the
“Offer Shares”) (the “Subsequent Offering”). Reference is furthermore made to
the authorisation granted to the board of directors of the Company (the “Board”)
by the extraordinary general meeting of the Company on 13 May 2022 to resolve
the share capital increase in connection with the Subsequent Offering.
The subscription price in the Subsequent Offering will be NOK 1.20 per Offer
Share (the “Subscription Price”), which corresponds to the price per share in
the Private Placement. If the market price of the Company’s shares exceed the
Subscription Price, the Subscription Rights (as defined below) will have
financial value. However, if the market price of the Company’s shares is below
the Subscription Price, the Subscription Rights will not have financial value
because it will be possible to buy shares in the market at cheaper prices than
the Subscription Price.
The Board has resolved to initiate the subscription period for the Subsequent
Offering. A national prospectus dated 8 June 2022 (the “Prospectus”) has been
prepared in connection with the Subsequent Offering. The Prospectus contains
further information about the Company and the terms and conditions of the
Subsequent Offering. The Prospectus is not subject to review by the Norwegian
Financial Supervisory Authority nor any other authority but has been submitted
to the Norwegian Register of Business Enterprises in accordance with section 7-8
of the Norwegian Securities Trading Act.
The Prospectus is available at the Company’s website, www.flyr.com, and the
Managers’ (as defined below) web sites: www.arctic.com/secno/en/offerings or
www.carnegie.no/ongoing-prospectuses-and-offerings/.
The subscription period for the Subsequent Offering (the “Subscription Period”)
will commence on 10 June 2022 and end at 16:30 hours (CEST) on 24 June 2022.
The shareholders of the Company as of 5 May 2022 as registered with the
Norwegian Central Securities Depository (“Verdipapirsentralen” or the “VPS”) as
of 9 May 2022 (the “Record Date”), who (i) were not allocated shares in the
Private Placement, and (ii) who are not resident in a jurisdiction where such
offering would be unlawful, or would (in jurisdictions other than Norway)
require a prospectus filing, registration or similar actions (the “Eligible
Shareholder”) will be granted non-transferable subscription rights (the
“Subscription Rights”) that, subject to applicable law, give a right to
subscribe for and be allocated Offer Shares in the Subsequent Offering.
Each Eligible Shareholder will be granted 0.20228 Subscription Rights for every
one (1) existing share registered as held by such Eligible Shareholder as of the
Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right will, subject to applicable law, give the right to subscribe
for, and be allocated, one Offer Share in the Subsequent Offering.
Eligible Shareholders who wish to subscribe for Offer Shares are strongly
encouraged to do so through the VPS online subscription system, and relevant
links for this for each Subsequent Offering will be available at
www.arctic.com/secno/en/offerings and www.carnegie.no/ongoing-prospectuses-and
-offerings/ the start of the Subscription Period. Eligible Shareholders who are
not able to subscribe for shares through the VPS online subscription system,
must subscribe for Offer Shares by completing and submitting subscription forms
in accordance with instructions in the Prospectus.
Oversubscription will be permitted, however, subscription without Subscription
Rights will not be permitted.
Subscription Rights that are not used to subscribe for Offer Shares before the
end of the Subscription Period, will have no value and will lapse without
compensation to the holder.
The Company’s existing shares are, and the Offer Shares will be, listed on
Euronext Growth Oslo under the ticker code “FLYR”.
Completion of the Subsequent Offering is subject to (i) the Board resolving the
necessary corporate resolutions to carry out the Subsequent Offering, including
the resolution to issue the Offer Shares, and (ii) that the share capital
increase related to the issuance of the Offer Shares is registered with the
Norwegian Register of Business Enterprises. The Company reserves the right to
withdraw or cancel the Subsequent Offering at any time and for any reason before
completion of the Subsequent Offering. If the Subsequent Offering is withdrawn
or not carried out, all subscriptions for Offer Shares will be disregarded and
any payments for Offer Shares will be returned to the subscribers without
interest or any other compensation.
Advisors
Arctic Securities AS and Carnegie AS act as managers in the Subsequent Offering
(the “Managers”).
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
Subsequent Offering 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 Subsequent Offering 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
Virker som de har kuttet den ruten helt etter august. I mellomtiden har prisene på andre flights steget med 40%, så det var ikke en veldig god kundeopplevelse 
