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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Arendal, Norway, 27 October 2025: Norse Atlantic ASA (“Norse Atlantic” or the
“Company”) is pleased to announce that it has successfully secured approximately
NOK 113.7 million in new equity through a private placement of 14,780,242 new
shares (the “Private Placement”) towards selected strategic investors
(“Participating Investors”), further widening the international shareholder
base, as well as the Company’s two largest shareholders, B T Larsen & Co Ltd
(“BTLCo”) and Songa Capital AS (“Songa”). The subscription price in the Private
Placement was set at market price of NOK 7.6938 per share, equal to the volume
weighted average price (VWAP) over the three last trading days prior to the
Private Placement (the “Subscription Price”).
Bjørn Tore Larsen, CEO of Norse Atlantic, comments: "This investment at current
market price is a clear validation of Norse Atlantic’s progress as a leading
long-haul, low-cost airline with efficient operations. The commitment by leading
shareholders and new high-quality investors with extensive airline industry
knowledge, reflects strong confidence in Norse Atlantic’s strategic development
and financial outlook.
We are now implementing our dual strategy business model from a position of
strength with record load factors year-to-date and a leaner cost base. The
proceeds from the placement further enhance our financial flexibility,
supporting our plan to deliver material cash flow and long-term value creation
for our shareholders".
The Private Placement
The new shares will, following their issuance, represent approx. 9.1% of the
Company’s outstanding shares.
The net proceeds from the Private Placement will be used to further strengthen
the Company’s financial position, as well as for general corporate purposes.
The Participating Investors in the Private Placement have in total subscribed
for 8,925,262 new shares; Futrono Investment Spa and related parties have
subscribed for 3,925,262 new shares; Estrella Del Sur Limitada have subscribed
for 2,500,000 new shares; and Mulina Overseas Corp have subscribed for 2,500,000
new shares.
Furthermore, BTLCo have subscribed for 4,354,980 new shares, and Songa have
subscribed for 1,500,000 new shares.
The Participating Investors intend to nominate one joint candidate to the board
of directors of Norse Atlantic (the “Board”) at the Company’s annual general
meeting to be held during the first half of 2026. In anticipation of the annual
general meeting, the Company has confirmed its willingness to accommodate board
representation for the Participating Investors by way of appointment of a board
observer. Any appointment of an observer will be publicly announced.
Share capital increase
In connection with the Private Placement, the Board has resolved to increase the
share capital of the Company with NOK 7,390,121 by the issuance of 14,780,242
new shares, each with a nominal value of NOK 0.50, pursuant to an authorization
granted by the Company’s annual general meeting on 18 June 2025.
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 that this deviation is in the
best interest of the Company and its shareholders. Moreover, the Board is of the
opinion that the Private Placement is in compliance with the equal treatment
obligations under the Norwegian Securities Trading Act section 5-14 and section
4 of the recommendations by the Norwegian code of corporate governance.
In its assessment, the Board emphasized that the Private Placement enables
efficient equity raising, deepens relationships with strategic investors, and
avoids financial dilution as shares are issued at the current market price of
the Company’s shares.
To facilitate equal treatment, the Board will consider, subject to completion of
the Private Placement, relevant corporate resolutions, prevailing market price
and traded volume of the Company’s shares and publication of a national
prospectus, that a subsequent offering (the “Subsequent Offering”) is carried
out by the issuance of up to 12,092,853 new shares, at the Subscription Price,
which equals up to NOK 93.04 million in gross proceeds. The Board reserves the
right to limit the size of the Subsequent Offering to a number of shares which
equals a NOK amount equivalent to less than EUR 8 million in gross proceeds, in
accordance with the requirements for a national prospectus. If pursued, the
Subsequent Offering will be directed at shareholders of the Company as per 27
October 2025 (as registered with the VPS two trading days thereafter), excluding
the shareholders participating in the Private Placement, 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 publication of a national
prospectus, expected before year-end 2025.
Further information on any Subsequent Offering will be provided in a separate
stock exchange announcement.
The Board reserves the right in its sole discretion to not conduct or to cancel
the Subsequent Offering.
Advisors
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in
connection with the Private Placement.
Contacts:
Investors: CFO, Anders Hall Jomaas, anders.jomaas@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 the Norwegian Securities Trading Act section 5-12.
This stock exchange announcement was published by Anders Jomaas 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.
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.
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.
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 and its 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
