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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
(“Flyr” or the “Company”) on 8 November 2022 regarding the expiry of the
subscription period for the contemplated private placement.
The board of directors of the Company have evaluated the proposal for an
alternative transaction structure from a combination of existing and new
professional investors, and is of the opinion that this is in the best interest
of the Company and its shareholders.
The Company contemplates a capital raise to potentially raise gross proceeds of
up to NOK 700 million through issuance of up to 70,000,000,000 new shares at a
subscription price of NOK 0.01 per share (the “Offer Price”), comprising of the
following elements:
i. A contemplated private placement of new ordinary shares in the Company (the
“New Shares”), raising gross proceeds of NOK 250 million (the “Private
Placement”)
ii. A subsequent offering of new ordinary shares in the Company towards existing
shareholders unable to participate in the Private Placement raising gross
proceeds of up to NOK 100 million (the “Subsequent Offering”)
iii. An allocation of one subscription right for each new share allocated to
investors participating in the Private Placement that can be exercised partially
or fully on 31 January 2023, 28 February 2023, or 31 March 2023, raising gross
proceeds of up to NOK 250 million
iv. An allocation of one subscription right for each new share allocated to
investors participating in the Subsequent Offering that can be exercised on 31
March 2023, raising gross proceeds of up to NOK 100 million (the subscription
rights in item iii) and iv) together referred to as the “Subscription Rights”).
The net proceeds from the Private Placement will be used to re-establish the
Company’s financial position to bring the Company through Q1 2023, while the
Subsequent Offering and any proceeds from the exercise of Subscription Rights
will enable the Company to be positioned to ramp-up for the coming spring and
summer based on the Company’s business plan and market assumptions. The proceeds
from the Private Placement will not make room for payment of Emission Trading
System quotas (EU ETS) in April 2023 or the required buffer capital for the
Company’s operations in Q2 2023. Accordingly, the Company will require
additional capital to be raised by the end of Q1 2023 through the Subsequent
Offering and any proceeds from the exercise of Subscription Rights. If the
Company fails to raise this additional new capital by the end of Q1 2023, the
Company may not be able to sustain its future operations.
The Private Placement
The application period in the Private Placement will commence on 9 November 2022
at 09:00 CET and close on 10 November 2022 at 16:30 CET. 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 10 November 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, relative order size, sector
knowledge, perceived investor quality and investment horizon.
First day of trading of the New Shares is expected to be on or about 17 November
2022, but not before the capital increase pertaining to the New Shares has been
registered with the Norwegian Register of Business Enterprises (the “NRBE”).
The Board will call for an extraordinary general meeting expected to be held on
or about 16 November 2022 (the “EGM”) to consider the Private Placement, the
Subsequent Offering, and the issuance of the Subscription Rights. The
extraordinary general meeting originally scheduled for 10 November 2022 is
cancelled.
The Board intends to propose a reverse share split (Norwegian: “aksjespleis”)
after the Private Placement to support a higher trading price of the share.
Settlement and conditions
Settlement of the New Shares is expected to take place on a delivery versus
payment (DVP) basis on or about 21 November 2022. DVP settlement of the New
Shares is expected to be facilitated by a prepayment agreement between the
Company and the Managers, however, the allocated New Shares will not be
delivered to the relevant applicant before the registration of the capital
increase pertaining to the New Shares with the NRBE has taken place. The New
Shares allocated to investors 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 the
NRBE.
Completion of the Private Placement is subject to the following conditions
(jointly, the “Conditions”): (i) the corporate resolutions of the Company
required to implement the Private Placement, including the approval of the
Private Placement by the EGM, (ii) the EGM approving the issuance of the
Subscription Rights as well as to grant the board of directors an authorization
to carry out the Subsequent Offering, and (iii) registration of the capital
increase pertaining to the New Shares in the NRBE and the New Shares being
validly issued and registered in the VPS.
The Company has considered the Private Placement and the issuance of
Subscription Rights to participants in the Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs’ Circular no. 2/2014 and taking into account the significant dilution for
the existing shareholders not participating in the Private Placement. The Board
is of the opinion that the waiver of the preferential rights inherent in a
private placement and the issuance of the Subscription Rights to participants in
the Private Placement, taking into consideration the very strained financial
situation of the Company and the challenging capital markets conditions and
options available for the Company, that the Private Placement is necessary for
the Company, and as such in the common interest of Company and its shareholders.
In order to limit the dilutive effect of the Private Placement, the Board will
propose that the EGM resolves the Subsequent Offering and the issuance of
subscription rights to participants in the Subsequent Offering on the terms
mentioned below, and the Board will also seek to prioritize existing
shareholders in the allocation of shares in the Private Placement.
Subsequent offering
Subject to, inter alia, completion of the Private Placement, an authorization by
the EGM to carry out the share capital increase pertaining to the Subsequent
Offering, and prevailing market price of the Company’s shares, the Board will
carry out the Subsequent Offering at the same price per share as the Offer
Price. The Subsequent Offering will be directed towards existing shareholders in
the Company as of 10 November 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. Participants in the Subsequent Offering are also
expected to be granted subscription rights.
Investor Presentation
An updated investor presentation can be found on the IR-pages of the Company on
the following link: https://flyr.com/reports-and-presentations
Arctic Securities AS
+47 21 01 30 70
Carnegie AS:
+47 22 00 93 40
SpareBank 1 Markets AS
+47 24 14 74 70
Advisors
Arctic Securities AS, Carnegie AS and SpareBank 1 Markets 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
