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ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Arendal, 11 January 2024: Reference is made to the stock exchange announcements
published by Norse Atlantic ASA (the “Company”) on 4 November 2023 regarding
completion of a private placement of new shares in the Company (the “Private
Placement”), and a contemplated subsequent offering (the “Subsequent Offering”).
The Company has today, on 11 January 2024, received approval by the Financial
Supervisory Authority of Norway for a prospectus for listing a portion of the
new shares (the “Unlisted Tranche 2 Shares”) issued in the Private Placement and
for the offering and listing of the Offer Shares in the Subsequent Offering (the
“Prospectus”). The Prospectus will, subject to regulatory restrictions in
certain restrictions, be available at www.paretosec.com/transactions and
www.sb1markets.no/transaksjoner.
The Unlisted Tranche 2 Shares, in total 42,386,286 shares, were issued on a
separate interim ISIN following the Private Placement and have not been tradable
on Euronext Expand Oslo until the approval and publication of the Prospectus.
Following approval and publication of the Prospectus, the Unlisted Tranche 2
Shares will be tradable on Euronext Expand Oslo and all shares in the Company
will be registered on the Company’s ordinary ISIN NO 0012885252.
The Subsequent Offering
The Company’s board of directors has resolved to proceed with the Subsequent
Offering, which comprises the issuance of up to 9,100,000 new shares (the “Offer
Shares”) in the Company at a subscription price of NOK 11.00 per share (the
“Offer Price”), directed towards Eligible Shareholders (as defined below),
potentially raising total gross proceeds of up to NOK 100.1 million. The Offer
Price is equal to the subscription price in the Private Placement.
The subscription period for the Subsequent Offering will commence tomorrow, 12
January 2024, at 09:00 CET, and will expire on 24 January 2024 at 16:30 CET (the
“Subscription Period”).
The Subsequent Offering is directed towards existing eligible shareholders in
the Company as of 3 November 2023 (as registered with the VPS on 7 November 2023
(the “Record date”)) who (i) were not included in the wall-crossing phase of the
Private Placement, (ii) were not allocated shares in the Private Placement, and
(iii) are not residents in a jurisdiction where such offering would be unlawful,
or would (in jurisdictions other than Norway) require any prospectus filing,
registration or similar action (together, the “Eligible Shareholders”).
Each Eligible Shareholder will be granted 0.6330 non-tradeable subscription
rights (the “Subscription Rights”) per 1 (one) share held in the Company, based
on their shareholding in the Company as of the Record Date, rounded down to the
nearest whole right without compensation to the holder. Each Subscription Right
will give Eligible Shareholders preferential right to subscribe for, and be
allocated, 1 (one) Offer Share. Over-subscription and subscription without
Subscription Rights will not be permitted. The Company reserves the right to
reduce the number of Offer Shares per Subscription Right in the event that (i)
additional Eligible Shareholders are identified after the date of this
Prospectus, and (ii) the Company receives in excess of 9,100,000 valid
subscriptions in the Subsequent Offering. Any such reduction will be made on an
equal basis and uniformly applied to all subscribers in the Subsequent Offering.
Subscriptions for Offer Shares must be made in accordance with the procedures
set out in the Prospectus. Subscription for Offer Shares may be made by
submitting a correctly completed subscription form, attached as Appendix B to
the Prospectus, to the Managers (as defined below) in accordance with the terms
and conditions set out in the Prospectus. The subscription form will together
with the Prospectus will be available on www.paretosec.com/transactions and
www.sb1markets.no/transaksjoner.
Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the VPS online
subscription system or by following the link on www.paretosec.com/transactions
and www.sb1markets.no/transaksjoner.
Allocation of the Offer Shares is expected to take place on or around 25 January
2024. Notifications of allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be distributed
by the Managers on or around 25 January 2024. The Company expects that allocated
Offer Shares will be delivered to the VPS accounts of the subscribers on or
about 5 February 2024, subject to timely payment by the subscriber.
The Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering due to market conditions, including if the price of the Company’s
Shares on Euronext Expand Oslo trade below the Offer Price in the Subsequent
Offering at a volume equal to or above the number of Offer Shares in the
Subsequent Offering.
Additional information regarding the Subsequent Offering and further
instructions regarding the procedures for subscription of the Offer Shares,
payment and delivery are included in the Prospectus.
Advisors
Pareto Securities AS and SpareBank 1 Markets AS are acting as joint global
coordinators and joint bookrunners in the Subsequent Offering (together, the
“Managers”). Wikborg Rein Advokatfirma AS is acting as legal advisor to the
Company.
For further information, please contact:
Investors: CFO, Anders Jomaas, Anders.Jomaas@flynorse.com
Media: SVP Communications, Philip Allport, philip.allport@flynorse.com
About Norse
Norse Atlantic Airways is an airline that offers affordable fares on long-haul
flights, primarily between Europe and the United States. The company was founded
by CEO and major shareholder Bjørn Tore Larsen in March 2021. Norse has a fleet
of 15 modern, fuel-efficient and more environmentally friendly Boeing 787
Dreamliners that serve destinations including New York, Los Angeles, Orlando,
Boston, Washington, Boston, Jamaica, Barbados, Bangkok, Miami, Oslo, London,
Berlin, Rome and Paris. The company’s first flight took off from Oslo to New
York on June 14, 2022.
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.
Important information:
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. 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.
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.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The “Prospectus Regulation”
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
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.
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.
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. 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.
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.
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.
This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.
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