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Arendal, Norway, 14 April 2026 – Norse Atlantic ASA (“Norse Atlantic” or the “Company”) announces a proposed fully underwritten and subscribed rights issue raising gross proceeds of USD 110 million at a subscription price of NOK 0.5 per share (the “Subscription Price”) (the “Rights Issue”), to strengthen the Company’s financial flexibility and robustness to support continued operations amid the rapidly changing geopolitical situation with a sudden unprecedented increase in the jet fuel price impacting the global airline industry. The underwriting was substantially oversubscribed and the Company experienced strong interest from existing shareholders and new investors to participate in the Rights Issue. Norse Atlantic further announces that it has obtained a USD 70 million bridge loan facility to fund the Company’s liquidity needs pending completion of the Rights Issue and the effects of the accelerated implementation of cost-saving initiatives. Finally, the Company is in the process of engaging a financial advisor to launch a strategic review, expected to be concluded within 2026.
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Against the backdrop of the strong development in operating and commercial performance, and the successful completion of the transition to a balanced dual ACMI and own network operating model, the Company expects the completion of these initiatives to create a financial and liquidity position sufficient until such time as the market normalizes and the Company reaches profitability or alternatively until the strategic review can be successfully concluded.
Company update – implementation of cost saving initiatives
In late January 2026, Norse Atlantic successfully completed the transition to a balanced dual ACMI and own network model, with the final of the six aircraft delivered on a long-term ACMI contract with India’s leading airline IndiGo. The remaining aircraft are mainly operated in a high-graded network, showing strong demand and increased pricing. The strong commercial momentum has continued further into the year with record high unit revenue (as measured by TRASK) and passenger growth, increased average fares and production in own network, as well as consistent industry-leading load factor. This has been supported by focus on operational simplification to improve Norse Atlantic’s responsiveness to market demand and reduce costs through the previously announced cost reduction program (Project Falcon) with targeted annual cost reductions of USD 40-50 million. Approximately 80% of these cost reduction measures have already been identified and are in the process of being implemented. The Company will also further optimize its network and fleet allocation, supporting a leaner and more efficient cost base. The Company will significantly strengthen its balance sheet through the proposed fully underwritten Rights Issue, repayment of certain debt facilities, and the proposed offer for voluntary conversion of the outstanding convertible bond loan to equity.
“We are coming out of a record winter season, and the March traffic report confirms continued strong momentum with increased demand for direct Europe-Asia routes, reflected in a 59% improvement in unit revenue year-on-year. Our balanced business model, with approximately 50% of the fleet operating on ACMI contracts with no fuel price exposure, provides resilience in a volatile situation and we are accelerating Project Falcon to reduce costs and increase efficiency. The fully underwritten Rights Issue will strengthen our balance sheet and liquidity to ensure Norse Atlantic can operate through a period of elevated fuel prices, be well positioned to become profitable when the market normalizes and potentially become an attractive partner to others in the airline industry. The significant support of the Rights Issue by leading shareholders and new institutional investors also reflects a strong confidence in the long-term prospects of the company” said Eivind Roald, the Chief Executive Officer of Norse Atlantic.
Due to the continued market uncertainty, particularly related to fuel prices, the Company withdraws the 2026 outlook provided in the fourth quarter 2025 report on 26 February 2026.
Please see the attached company update presentation for further details.
Launch of strategic review
The Company has over time received interest from potential strategic partners to explore structural opportunities with the Company and is in advanced preparations with an international investment bank to initiate a strategic review to explore strategic alternatives to unlock the underlying value of the Company and its assets. These strategic alternatives may include a sale, merger or partnership. No indicative offer has been received, and no agreement has been reached on the principal terms.
The Rights Issue
The Rights Issue will consist of an offering of new shares at the Subscription Price raising gross proceeds of the NOK equivalent of USD 110 million. The Rights Issue is subject to approval by an extraordinary general meeting, expected to be held on or about 2 June 2026 (the “EGM”). The aggregate gross proceeds in NOK and the final number of new shares to be offered in the Rights Issue will be determined on the basis of the USD/NOK daily exchange rate as published by the Central Bank of Norway (Nw. Norges Bank) on the date of the EGM.
The net proceeds to the Company from the Rights Issue will be used as follows: (i) USD 20 million to repay an overdraft facility, (ii) USD 25 million to pay dues to lessors and suppliers, and (iii) the remainder for general corporate purposes.
Each shareholder will be granted tradeable subscription rights (“Subscription Rights”) in proportion to the number of existing shares held at the date of the EGM, as registered in the Norwegian Central Securities Depository, Euronext Securities Oslo (VPS) on the second Norwegian business day thereafter (the record date). Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Rights Issue. Oversubscription will be allowed. In addition, the Underwriters (as defined below) will be permitted to subscribe for new shares without Subscription Rights. The Company will apply for listing of the Subscription Rights on Euronext Expand to enable trading in the Subscription Rights.
The Rights Issue is fully underwritten by an underwriting consortium consisting of existing shareholders and new investors (jointly, the “Underwriters”). The Underwriters have, subject to customary conditions, underwritten the full offer size of the Rights Issue. In addition, all Underwriters have pre-committed to subscribe for new shares during the subscription period for the Rights Issue for an amount equal to their individual underwriting obligation. The Rights Issue is therefore fully subscribed.
The underwriting was allocated as follows:
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The company’s largest shareholders, B T Larsen & Co Ltd. (“BTLCo”) and Songa Capital AS (together with affiliated companies) (“Songa”), have underwritten and pre-committed to subscribe USD 30 million and USD 15 million in the Rights Issue, respectively.
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Geveran Trading Co. Ltd has underwritten and pre-committed to subscribe USD 25 million in the Rights Issue.
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Athinais Maritime Corp. has underwritten and pre-committed to subscribe USD 15 million in the Rights Issue.
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Felix Fürst, board member, has underwritten and pre-committed to subscribe for approximately USD 1.9 million in the Rights Issue.
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Anders Hall Jomaas, the Chief Financial Officer, has underwritten and pre-committed to subscribe for USD 210,559 in the Rights Issue.
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Other credible Underwriters have underwritten and pre-committed to subscribe for the remaining amounts.
In addition, the Chief Executive Officer, Eivind Roald, has undertaken to subscribe for 6,000,000 new shares at the Subscription Price, which will be issued and allotted in a subsequent private placement. The shares will be subscribed for by CR Holding AS, a company controlled by Eivind Roald and his immediate family.
An underwriting fee of 10% will be paid on the basis of the underwriting commitment by each Underwriter, payable in the form of new shares (the “Commission Shares”). The Commission Shares will be in addition to the shares to be issued in the Rights Issue, and will be issued at the Subscription Price, subject to the EGM granting the Company’s board of directors (the “Board”) an authorisation to issue the Commission Shares.
BTLCo currently owns 29.5% of the outstanding shares in Norse Atlantic and has pre-committed and underwritten to subscribe for USD 30 million in the Rights Issue. However, in order to avoid triggering a mandatory offer obligation under the Norwegian Securities Trading Act, BTLCo’s commitment to subscribe for new shares shall be reduced to the extent necessary to ensure that BTLCo’s ownership in the Company (taking into account shares allocated to BTLCo both in connection with the Rights Issue and the Bond Conversion Offer (as defined below)) does not exceed 1/3 of the votes in the Company.
The Rights Issue is subject to the EGM adopting the following resolutions to be proposed by the Board: (i) to increase the share capital of the Company in connection with the Rights Issue, (ii) to grant the Board an authorization to increase the share capital for the purpose of the issuance of the Commission Shares, and (iii) to grant the Board an authorization to increase the share capital of the Company for purposes of the Bond Conversion Offer.
Notice of the EGM is expected to be published early May 2026. Underwriters, including BTLCo and Songa, currently representing approximately 50% of the outstanding shares in the Company have undertaken to vote in favour of the Rights Issue and other resolutions proposed by the Board at the EGM to effectuate the corporate actions contemplated herein.
Launch of the Rights Issue is subject to publication by the Company of an EEA prospectus approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the “Prospectus”). The full terms and conditions of the Rights Issue will be included in the Prospectus, which will be published prior to the commencement of the subscription period in the Rights Issue.
The Rights Issue is planned to be completed in accordance with the following indicative timetable:
• Date of EGM: 2 June 2026
• Last day including right to participate in the Rights Issue: 2 June 2026
• First day excluding right to participate in the Rights Issue: 3 June 2026
• Record date: 4 June 2026
• Approval of Prospectus: 4 June 2026
• Start of subscription period and trading in Subscription Rights: 5 June 2026 at 09:00 CEST
• Last day of trading for Subscription Rights: 15 June 2026 at 16:30 CEST
• End of subscription period: 19 June 2026 at 16:30 CEST
• Notification of allocation: No later than 22 June 2026 at 09:00 CEST
• Payment date: 24 June 2026
• Delivery date and first day of trading in the new shares: 1 July 2026
A separate key date announcement will be published.
Bridge Loan
To bridge the Company’s liquidity gap pending completion of the Rights Issue, BTLCo, Songa, and funds managed by Borea Asset Management have made available a USD 70 million liquidity loan to the Company pursuant to a bridge loan facility agreement (the “Bridge Loan”). The Bridge Loan carries interest at a rate of 1% per month on drawn down amounts and will be settled in connection with completion of the Rights Issue. Settlement of the Bridge Loan will be made by way of (i) set-off against the aggregate subscription amount payable by the lenders for new shares allocated to them in the Rights Issue (as applicable), and (ii) to the extent such set-off is not applicable to a lender or not sufficient to repay the Bridge Loan in full, from the net proceeds received by the Company from the Rights Issue.
Repayment of the part of the Bridge Loan not applied for subscription of new shares in the Rights Issue will occur earlier than 3 months after the maturity date of the Company’s “USD 30,000,000 8.5 per cent. senior unsecured convertible bonds 2025/2027” (the “Bonds”). The Company will summon to a written resolution to waive a restriction under the bond terms in relation to such early repayment. The Company has received voting commitments from bondholders representing more than 2/3 of the outstanding Bonds, and the written resolution is accordingly expected to be passed.
Bond conversion offer
Subject to completion of the Rights Issue and approval by the EGM, the Company will offer bondholders the opportunity to convert their Bonds into new shares in the Company at a conversion price corresponding to the Subscription Price of NOK 0.50 per share (the “Bond Conversion Offer”). The Company has received binding commitments from bondholders representing 58.2% of the outstanding Bonds to accept the Bond Conversion Offer. The Bond Conversion Offer is expected to be made in connection with the commencement of the subscription period in the Rights Issue.
Advisors
Arctic Securities AS, Pareto Securities AS and SB1 Markets AS are acting as Managers for the Rights Issue.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with the Rights Issue.
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 to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Anders Hall Jomaas on the time and date provided.
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which such action is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites of the Managers. 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. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading regulations 2024, 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 document is not for publication or distribution in, directly or indirectly, the United States, Canada, Australia, the Hong Kong Special Administrative Region Of The People’s Republic Of China or Japan or Any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any other transaction or arrangement referred to in this announcement.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
