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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Arendal, Norway, 14 April 2026 - Reference is made to the stock exchange
announcement published by Norse Atlantic ASA (“Norse Atlantic” or the “Company”)
earlier today, 14 April 2026, at 21:03 CEST, regarding the contemplated fully
underwritten USD 110 million rights issue (the “Rights Issue”), cost-saving
measures, balance sheet reset, and launch of strategic review.
Key information relating to the Rights Issue is set out below.
Date on which the terms and conditions of the preferential rights issue were
announced: 14 April 2026.
Last day including right: 2 June 2026.
Ex-date: 3 June 2026.
Record Date: 4 June 2026 (assuming normal T+2 settlement).
Date of approval: 2 June 2026.
Maximum number of new shares: To be announced once clarified. The gross proceeds
of the Rights Issue are fixed at USD 110 million. The final number of new shares
will be determined based on the USD/NOK daily exchange rate published by Norges
Bank on or about 16:00 CEST on the date of the extraordinary general meeting to
be called to approve the Rights Issue (the “EGM”), divided by the subscription
price of NOK 0.50 per share. Based on the USD/NOK daily exchange rate of
1/9.41320 published by Norges Bank on 14 April 2026 at 16:00 CEST, the
indicative maximum number of new shares is 2,070,904,000. The actual maximum
number of new shares may be higher or lower depending on the USD/NOK exchange
rate at the date of the extraordinary general meeting.
Subscription price: NOK 0.50.
Ratio preferential rights: To be announced once clarified. Each existing
shareholder as of 2 June 2026 (and being registered as such in Euronext
Securities Oslo, the Norwegian Central Securities Depository (CSD) at the expiry
of 4 June 2026 (the Record Date)) will be granted a number of subscription
rights for each share registered as held by the shareholder. The number of
subscription rights granted to each existing shareholder will depend on the
USD/NOK exchange rate at the date of the EGM and be rounded down to the nearest
whole subscription right.
Subscription ratio: 1:1 (number of new shares per subscription right).
Managers: Arctic Securities AS, Pareto Securities AS and SB1 Markets AS
Will the rights be listed: Yes, the Company will apply for listing of the
Subscription Rights on Euronext Expand to enable trading in the subscription
rights.
ISIN for the preferential rights: To be announced once clarified.
Other information (optional): Reference is made to the stock exchange
announcement published by the Company earlier today, 14 April 2026, for further
information regarding the Rights Issue. The Rights Issue is subject to (A) the
EGM adopting the following resolutions (i) to increase the share capital of the
Company in connection with the Rights Issue, (ii) to grant authorisations to the
board of directors to increase the Company’s share capital by issuance of new
shares as settlement of fees to the underwriters of the Rights Issue and to the
bondholders of the Company’s “USD 30,000,000 8.5 per cent. senior unsecured
convertible bonds 2025/2027” who accept the Company’s offer to convert their
bonds into new shares in the Company, and (B) publication of a prospectus for
offering and listing of the new shares as approved by the Norwegian Financial
Supervisory Authority.
Contacts:
Investors: CFO, Anders Hall Jomaas, anders.jomaas@flynorse.com
This information is published in accordance with the requirements of the
Continuing Obligations and is subject to the disclosure requirements pursuant to
Section 5-12 of the Norwegian Securities Trading Act.
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
