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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Arendal, Norway, 4 June 2026: Reference is made to the stock exchange
announcement published by Norse Atlantic ASA (the “Company”) on 14 April 2026
regarding the proposed fully underwritten rights issue of 2,039,664,000 new
shares in the Company (the “Offer Shares”), each with a nominal value of NOK
0.50, at a subscription price of NOK 0.50 per Offer Share (the “Subscription
Price”), raising gross proceeds of NOK 1,019,832,000 (the NOK equivalent of
approximately USD 110 million) (the “Rights Issue”), and to the stock exchange
announcements published by the Company on 2 June 2026 regarding the completion
of the extraordinary general meeting held on 2 June 2026 (the “EGM”) and
announcement of updated key information relating to the Rights Issue.
The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) has today, 4
June 2026, approved a prospectus prepared by the Company (the “Prospectus”) in
connection with the Rights Issue and the listing of the Offer Shares, and as
defined by the Prospectus, the listing of the Underwriting Commission Shares,
Bond Conversion Shares and CEO Private Placement Shares on Expand Oslo. Terms
used but not otherwise defined in this announcement shall have the meanings
ascribed to them in the Prospectus. Subject to local applicable securities laws,
the Prospectus, including the subscription form for the Rights Issue, will be
made available at the websites of the managers for the Rights Issue, Arctic
Securities AS at www.arctic.com/offerings, Pareto Securities AS at
www.paretosec.com/transactions and SB1 Markets AS at
www.sb1markets.com/transactions/ (the “Managers”), prior to the commencement of
the subscription period in the Rights Issue.
Subscription Period:
The subscription period for the Rights Issue will commence on 5 June 2026 at
09:00 hours (CEST) and expire on 19 June 2026 at 16:30 hours (CEST) (the
“Subscription Period”). The Subscription Rights in the Rights Issue will be
tradable on Euronext Expand Oslo under the ticker code “NORST” from 5 June 2026
at 09:00 hours (CEST) until 15 June 2026 at 16:30 hours (CEST) (the “Trading
Period”). Accordingly, the Trading Period will end earlier than the Subscription
Period.
Use of Proceeds:
The net proceeds from the Rights Issue will be applied as follows: (i) repayment
of the Bridge Loan Facility to the extent not set off against subscription
amounts payable by the Bridge Lenders for new shares allocated to them in the
Rights Issue; and (ii) the remainder for general corporate purposes, including
funding of ongoing operations and working capital. With respect to the use of
proceeds to discharge, reduce or retire indebtedness: on 16 April 2026, the
Company fully repaid the existing revolving credit facility (overdraft facility)
of USD 20 million using proceeds drawn under the Bridge Loan Facility. In
addition, USD 25 million in dues to lessors and suppliers, including overdue and
accrued lease payments and outstanding amounts owed to key operational
suppliers, have been repaid using proceeds drawn under the Bridge Loan
Facility. Accordingly, no portion of the net proceeds from the Rights Issue
will be applied towards repayment of the overdraft facility, as these
obligations have already been discharged using proceeds drawn under the Bridge
Loan Facility.
Subscription Rights:
The shareholders of the Company as of the end of 2 June 2026 being registered as
such in the Norwegian Central Securities Depository, Euronext Securities Oslo
(the “VPS”) on 4 June 2026 pursuant to the two days’ settlement procedure of the
VPS (the “Record Date”, and such shareholders, the “Existing Shareholders”)),
have been granted tradable Subscription Rights in the Rights Issue that provide
preferential rights to subscribe for, and be allocated, Offer Shares at the
Subscription Price.
Each Existing Shareholder has been granted 12.545397 Subscription Rights for
each existing share in the Company registered as held by such Existing
Shareholder as of the Record Date, rounded down to the nearest whole
Subscription Right. Each Subscription Right will, subject to applicable law,
give the right to subscribe for, and be allocated, one (1) Offer Share in the
Rights Issue. Over-subscription with Subscription Rights is permitted.
Subscription without Subscription Rights is not permitted (other than by the
Underwriters).
The Subscription Rights will be tradable on Euronext Expand Oslo under the
ticker code “NORST” from 5 June 2026 at 09:00 hours (CEST) until 15 June 2026 at
16:30 hours (CEST). The Subscription Rights will hence only be tradable during a
part of the Subscription Period.
Subscription Rights, including acquired Subscription Rights, that are not
exercised before 16:30 hours (CEST) on 19 June 2026 will have no value and will
lapse without compensation to the holder. If there is no intention to exercise
the Subscription Rights, the Subscription Rights should be sold before the end
of the Trading Period for the Subscription Rights (16:30 hours CEST on 15 June
2026).
Being granted or purchasing Subscription Rights does not in itself constitute a
subscription for Offer Shares. Subscription must be done in accordance with the
procedure set out in this announcement and further detailed in the Prospectus.
Subscription Price:
NOK 0.50 per Offer Share. No expenses or taxes are charged to the subscribers in
the Rights Issue by the Company or the Managers.
Subscription Procedure:
Subscriptions for Offer Shares by Existing Shareholders holding a VPS account
must be made (i) by submitting a correctly completed subscription form, attached
to the Prospectus as Appendix B (the “Subscription Form”) to one of the Managers
during the Subscription Period, or may, (ii) for subscribers who are residents
of Norway with a national identity number, be made online through the VPS online
subscription system. Subscriptions by Existing Shareholders who do not have a
VPS account, but instead hold shares (and Subscription Rights) through a
financial intermediary (i.e. broker, custodian, nominee, etc.) can be made by
contacting their respective financial intermediary as further described in
Section 5.11 “Financial intermediaries” in the Prospectus.
Correctly completed Subscription Forms must be received by one of the Managers
at the address or e-mail address set out in the Prospectus, or in the case of
online subscriptions through the VPS online subscription system be registered,
no later than by the end of the Subscription Period. 16:30 hours (CEST) on 19
June 2026.
Subscribers who are residents of Norway with a Norwegian national identity
number are encouraged to subscribe for Offer Shares through the VPS online
subscription system (or by visiting the Managers’ respective websites:
www.arctic.com/offerings, www.paretosec.com/transactions or
www.sb1markets.com/transactions/, which will include a link to the VPS online
subscription system).
Selling and Transfer Restrictions:
The grant or purchase of Subscription Rights and the subscription of Offer
Shares by persons resident in, or who are citizens of, countries other than
Norway, may be affected by the laws of the relevant jurisdiction. Further, no
Offer Shares or Subscription Rights will be offered or sold within the United
States, except in reliance on an exemption from the registration requirements of
the U.S. Securities Act.
Subscription Rights credited to Ineligible Shareholders (including shareholders
resident in jurisdictions where the Prospectus may not be distributed and/or
shareholders in the United States who are not qualified institutional buyers) do
not constitute an offer to such shareholders. The Company will instruct the
Managers to, as far as possible, withdraw such Subscription Rights and sell them
during the period from and including 09:00 hours (CEST) on 11 June 2026 to 16:30
hours (CEST) on 15 June 2026 for the account and risk of such Ineligible
Shareholders.
For a further description of such restrictions, reference is made to Section 15
“Selling and Transfer Restrictions” in the Prospectus.
The Underwriting:
The Company and the Underwriters have entered into a Subscription and
Underwriting Agreement dated 14 April 2026, pursuant to which certain existing
shareholders and new investors have pre-committed and underwritten the full
amount of the Rights Issue of the NOK equivalent of approximately USD 110
million. The Rights Issue is therefore fully subscribed. Each Underwriter will
upon completion of the Rights Issue receive a commitment commission equal to 10%
of its underwriting commitment amount, to be settled by way of issuance of up to
203,966,400 new shares in aggregate (the “Underwriting Commission Shares”) at
the Subscription Price.
The underwriting was allocated as follows:
· B T Larsen & Co Limited (“BTLCo”), the Company’s largest shareholder, has
pre-committed and underwritten USD 30,000,000 in the Rights Issue. 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) does not exceed 1/3 of the votes in the Company.
· Songa Capital AS (together with affiliated companies) has pre-committed and
underwritten USD 15,000,000 in the Rights Issue.
· Geveran Trading & Co Limited has pre-committed and underwritten USD
25,000,000 in the Rights Issue.
· Athinais Maritime Corp. has pre-committed and underwritten USD 15,000,000 in
the Rights Issue.
· Felix Fürst, board member, has pre-committed and underwritten USD 1,904,941
in the Rights Issue in his personal capacity.
· Anders Hall Jomaas, the Chief Financial Officer, has pre-committed and
underwritten USD 210,559 in the Rights Issue in his personal capacity.
Other Underwriters have pre-committed and underwritten the remaining amounts.
The full list of Underwriters and their respective pre-committed and
underwriting commitment amounts is set out in Section 5.22 of the Prospectus.
Allocation of Offer Shares:
Allocation of the Offer Shares will take place on or about 19 June 2026 in
accordance with the following criteria as set out in the Prospectus:
a) First, allocation shall be made in accordance with the granted and acquired
Subscription Rights which have been validly exercised to subscribe for Offer
Shares during the Subscription Period. Each Subscription Right gives the holder
the right to subscribe for and be allocated one (1) Offer Share in the Rights
Issue.
b) Second, remaining Offer Shares shall be allocated to Underwriters who have
subscribed for Offer Shares, limited upwards to their respective underwriting
commitments, on a pro rata basis based on such Underwriter’s respective
underwriting commitments.
c) Third, remaining Offer Shares shall be allocated to subscribers who have
exercised their Subscription Rights and who have over-subscribed, on a pro rata
basis based on the number of Subscription Rights exercised by each subscriber.
d) Fourth, remaining Offer Shares shall be allocated to Underwriters who have
subscribed for Offer Shares in excess of their respective underwriting
commitments, on a pro rata basis based on such Underwriters’ over-subscription.
e) Fifth, any remaining Offer Shares not allocated pursuant to the criteria
above shall be allocated to the Underwriters on a pro rata basis, adjusted for
any allocations to the respective Underwriter pursuant to the criteria above.
As the Rights Issue is fully subscribed by the Underwriters pursuant to the
Subscription and Underwriting Agreement, in practice only the first and second
allocation criteria above will be relevant. Other than subscriptions from the
Underwriters, subscriptions for Offer Shares without Subscription Rights shall
not be permitted.
Allocation, Payment, Listing and Commencement of Trading in the Offer Shares:
Notification of allocation is expected to be distributed on or about 22 June
2026. The payment date for investors allocated Offer Shares in the Rights Issue
is expected to be on or about 23 June 2026 (the “Payment Date”).
Subject to timely payment in the Rights Issue, the Company expects that the
share capital increase pertaining to the Rights Issue will be registered with
the Norwegian Register of Business Enterprises on or about 29 June 2026 and that
the Offer Shares will be delivered to the VPS accounts of the subscribers to
whom they are allocated on or about 30 June 2026. The Underwriting Commission
Shares are expected to be delivered to the relevant VPS accounts on or about 1
July 2026.
The Offer Shares are expected to be tradable on Euronext Expand Oslo from and
including 30 June 2026. The Underwriting Commission Shares are expected to be
tradable on Euronext Expand Oslo from and including 1 July 2026.
Financial Intermediaries:
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Rights Issue.
Subject to applicable law, Existing Shareholders holding shares through a
financial intermediary may instruct the financial intermediary to sell some or
all of their Subscription Rights, or to purchase additional Subscription Rights
on their behalf. See Section 15 “Selling and Transfer Restrictions” in the
Prospectus for a description of certain restrictions and prohibitions applicable
to the sale and purchase of Subscription Rights in certain jurisdictions outside
Norway.
Bond Conversion Offer:
Subject to completion of the Rights Issue and as resolved and catered for by the
EGM, the Company will offer bondholders the opportunity to convert their
outstanding bonds under the “Norse Atlantic ASA USD 30,000,000 8.5 per cent.
senior unsecured convertible bonds 2025/2027” (the “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 maximum number of new shares
to be issued pursuant to the Bond Conversion Offer is 574,814,400 (the “Bond
Conversion Shares”). As of the date of this announcement, 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. The Bond Conversion Shares are expected to be delivered to the relevant
VPS accounts and tradable on Euronext Expand Oslo or about 1 July 2026.
CEO Private Placement
In addition, subject to completion of the Rights Issue, the Company intends to
carry out a private placement of up to 6,000,000 new shares directed at the
Company’s CEO, Eivind Roald, or a company controlled by him, at a subscription
price of NOK 0.50 per share (the “CEO Private Placement”).
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 subject to the disclosure requirements pursuant to the
Continuing Obligations and 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, directly or indirectly, in
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.
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
