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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Arendal, 29 November 2024: Norse Atlantic ASA (the “Company”) is pleased to
announce that it has secured approx. USD 15 million (equivalent to approx. NOK
165.8 million) in new capital through an equity and debt investment by its
founding shareholder, B T Larsen & Co Ltd (“BTLCo”). The investment consists of
a private placement of new shares directed towards BTLCo raising gross proceeds
of NOK 96,392,880 (equivalent to approx. USD 8.7 million) (the “Private
Placement”), and a shareholder loan of approx. USD 6.3 million (equivalent to
approx. NOK 69.4 million) provided by BTLCo (the “Shareholder Loan”). The
aggregate net capital made available to the Company from the Private Placement
and the Shareholder Loan will be used for general corporate purposes.
Terje Bodin Larsen, the Company’s Chairman of the board of directors, comments:
“We are pleased to announce the approx. USD 15 million investment by BTLCo as a
basis to execute on the Company’s revised business model. The investment
demonstrates the commitment and belief by the Company’s founding shareholder in
our new strategy, to be less dependent on variable revenue by subleasing part of
our fleet at favourable terms providing fixed revenue. The value of our assets
is evidenced by the conditioned longer-term ACMI/wet lease agreement covering
the full capacity of six aircraft, as further detailed in the Company’s stock
exchange notice published earlier today.”
The Private Placement
In the Private Placement, as resolved by the Company’s board of directors (the
“Board”) based on an authorisation granted by the Company’s general meeting on
14 June 2024, BTLCo subscribes for 19,278,576 new shares (the “Private Placement
Shares”) at a subscription price of NOK 5.00 per share (the “Subscription
Price”), representing a premium of approx. 30% compared to the closing price of
the Company’s shares on Euronext Expand yesterday (28 November 2024) at NOK
3.845. The total subscription amount for the Private Placement Shares is NOK
96,392,880 (equivalent to approx. USD 8.7 million). The Private Placement Shares
will, following their issuance, represent approx. 13.0% of the Company’s
outstanding shares. BTLCo will in aggregate following completion of the Private
Placement hold 43,549,801 shares representing in total 29.46% of the total share
capital of the Company. Separate statutory disclosures will be made.
The Shareholder Loan
The Shareholder Loan is structured as a USD 6.3 million revolving credit
facility. The Shareholder Loan is issued on corresponding market terms as the
existing Facility (as defined below), and any drawn amounts are to be repaid on
or before 31 December 2025. Amounts drawn under the Shareholder Loan will carry
interest at a rate of 15% per annum. A commitment fee of 4.5% per annum will
apply on any undrawn part of the Facility. The Shareholder Loan and the Facility
will include customary cross default provisions, as well a dividend covenant
until repayment of the loans.
Extended maturity date for existing shareholder loan
The maturity date for the existing USD 20 million credit facility provided by
BTLCo and Scorpio Holdings Limited (the “Facility”) has been agreed extended
from 15 December 2024 to 31 March 2026. The head terms of the Facility, as
detailed in the stock exchange announcements on 12 April 2024 and 15 October
2024, remain unchanged.
Equal treatment considerations - Subsequent Offering
The Private Placement entails a deviation from the shareholders’ pre-emptive
rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited
Companies Act. The Board has diligently considered the deviation from the
shareholders’ pre-emptive rights to be in the best interest of the Company and
its shareholders. Moreover, the Private Placement has been considered by the
Board in light of the equal treatment obligations under the Norwegian Securities
Trading Act section 5-14, section 2.1 of the Oslo Rule Book II, and Oslo Børs’
Circular no. 2/2014, and the Board is of the opinion that it is in compliance
with these requirements and guidelines.
In reaching these conclusions, the Board emphasized that the Private Placement
will provide the Company with immediate secured funds to execute on its business
plan. Furthermore, the Subscription Price is well above the highest and average
trading price of the Company’s shares since the beginning of July 2024, and
therefore, based on the current market price, the Private Placement does not
result in financial dilution for the Company’s existing shareholders.
Alternative structures to the Private Placement have been considered.
To facilitate equal treatment, hereunder to limit the dilutive effect of the
Private Placement and provide shareholders who did not participate in the
Private Placement the opportunity to subscribe for shares at the same price, the
Board proposes that a subsequent offering (the “Subsequent Offering”) is carried
out by the issuance of up to 82,800,000 new shares, at the same subscription
price as in the Private Placement, which equals up to NOK 414 million in gross
proceeds, directed at shareholders of the Company as per 28 November 2024 (as
registered with the VPS two trading days thereafter), except for BTLCo, who 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 “Eligible Shareholders”). The Eligible
Shareholders will receive non-transferrable subscription rights in the
Subsequent Offering. Over-subscription with subscription rights, as well as
subscription without subscription rights, will not be permitted in the
Subsequent Offering. The subscription period for the Subsequent Offering will
commence following the approval and publication of an offering prospectus,
expected during Q1 2025. The Subsequent Offering provides the Eligible
Shareholders with a delayed investment decision (on equal terms) which is
beneficial for the Eligible Shareholders.
The Subsequent Offering is subject to, inter alia, completion of the Private
Placement, relevant corporate resolutions (including necessary resolutions by
the Company’s extraordinary general meeting), prevailing market price and traded
volume of the Company’s shares, and approval of a prospectus. Further
information on any Subsequent Offering will be provided in a separate stock
exchange release. The Board reserves the right in its sole discretion to not
conduct or to cancel the Subsequent Offering.
Advisors
Pareto Securities AS and SpareBank 1 Markets AS are acting as financial advisors
and Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in
connection with the Private Placement and the Shareholder Loan.
For further information, please contact:
Investors: CFO, Anders Hall Jomaas, Anders.Jomaas@flynorse.com
Media: Communications Manager, Christina Carare, christina.carare@flynorse.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and the Norwegian Securities Trading Act section 5
-12.
This stock exchange announcement was published by Christina Carare on the time
and date provided.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of Pareto Securities AS and SpareBank 1 Markets
AS (the “Managers”) or any of their respective affiliates or any of their
respective directors, officers, employees, advisors or agents accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this announcement or its contents or otherwise
arising in connection therewith. This announcement has been prepared by and is
the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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 EU Prospectus Regulation, i.e. only to investors who
can receive the offer without an approved prospectus in such EEA Member State.
The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (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 “qualified investors” within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the a potential Subsequent Offering. They
will not regard any other person as their respective clients in relation to the
Subsequent Offering and will not be responsible to anyone other than the
Company, for providing the protections afforded to their respective clients, nor
for providing advice in relation to the Subsequent Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
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”, “aim”, “expect”,
“anticipate”, “intend”, “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 believes 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 its 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.
Kilde
