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Reference is made to the stock exchange announcement dated 29 January 2019
regarding the proposed fully underwritten rights issue (the “Rights Issue”) in
Norwegian Air Shuttle ASA (the “Company”) which is subject to approval by the
extraordinary general meeting of the Company to be held at 15:00 (CET) at 19
February 2018 at Companys headquarters at Oksenøyveien 3, 1366 Lysaker.
The Board of Directors of the Company has today determined the proposed
subscription price for the new shares to be issued in the Rights Issue, the
number of new shares and the amount of the share capital increase as follows:
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The share capital of the Company is proposed to be increased by NOK
9,087,131.80 through the issuance of 90,871,318 new shares (the “Offer Shares”),
representing a ratio of two (2) Offer Share per existing share.
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The subscription price is proposed to be NOK 33.00 per Offer Share,
representing a discount of approximately 39.4% to the theoretical share price
exclusive of the subscription rights (TERP) of NOK 54.45 based on the Company’s
closing share price on the Oslo Stock Exchange of NOK 97.34 on 15 February 2019.
Based on the same closing price, the theoretical value of each subscription
right is NOK 21.45 and the theoretical value of the two (2) subscription rights
received per existing share is NOK 42.90. Shareholders must decide whether to
exercise or sell their subscription rights, or a combination thereof, to
maintain the full value of the shareholding.
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The Rights Issue will result in gross proceeds to the Company of approximately
NOK 3 billion.
Each existing shareholder will be granted two subscription rights for every
existing share registered as held by the shareholder on 21 February 2019 (the
record date). Each subscription right will, subject to applicable securities
laws, give the right to subscribe for and be allocated one Offer Share in the
Rights Issue.
The proposal to increase the share capital as included in the notice of the
extraordinary general meeting of the Company will be adjusted to reflect the
subscription price elements set out above. For further information on the Rights
Issue, see the notice of the extraordinary general meeting available on
www.norwegian.com/uk/about/company/investor-relations/.
The full terms and conditions for the Rights Issue will be included in a
prospectus which will be published prior to the commencement of the subscription
period for the Rights Issue, expected to take place from 22 February 2019 to 8
March 2019 at 16:30 CET.
DNB Markets, a part of DNB Bank ASA, is acting as Sole Global Coordinator and
Joint Bookrunner for the rights issue. Arctic Securities and Danske Bank,
Norwegian Branch are acting as Joint Bookrunners for the rights issue.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the managers.
For more information, please contact:
Geir Karlsen, Chief Financial Officer, phone: +47 916 08 332
Stine Klund, Investor Relations Officer, phone: +47 986 99 259
This announcement is not an offer for sale of securities in the United States or
any other country. The securities referred to herein have not been registered
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),
and may not be sold in the United States absent registration or pursuant to an
exemption from registration under the U.S. Securities Act. The Company does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Any offering of securities will be made by means of a prospectus that may be
obtained from the Company when the subscription period commences and that will
contain detailed information about the Company and management, as well as
financial statements. Copies of this announcement are not being made and may not
be distributed or sent into the United States, Canada, Australia, Japan or any
other jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with
any applicable implementing measures in any member State, the “Prospectus
Directive”), this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive.
This announcement is only directed at (a) persons who are outside the United
Kingdom; or (b) investment professionals within the meaning of Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); or © persons falling within Article 49(2)(a) to (d) of the Order; or
(d) persons to whom any invitation or inducement to engage in investment
activity can be communicated in circumstances where Section 21(1) of the
Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking
information, including, without limitation, those relating to) forecasts,
projections and estimates, statements of management’s plans, objectives and
strategies for the Company, such as planned expansions, investments or other
projects, management, as well as statements preceded by “expected”, “scheduled”,
“targeted”, “planned”, “proposed”, “intended” or similar statements. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, these forward-looking statements are based on a
number of assumptions and forecasts that, by their nature, involve risk and
uncertainty. Various factors could cause our actual results to differ materially
from those projected in a forward-looking statement or affect the extent to
which a particular projection is realized.
No assurance can be given that such expectations will prove to have been
correct. The Company disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
http://www.netfonds.no/quotes/release.php?id=20190218.OBI.20190218S65
