As previously announced, Norwegian Air Shuttle ASA (the “Company”) will carry
out a fully underwritten rights issue (the “Rights Issue”) of 90,871,318 new
shares in the Company (the “Offer Shares”), raising gross proceeds of
approximately NOK 3.0 billion. The subscription period will commence today.
Allocation of subscription rights:
The shareholders of the Company as of 19 February 2019 (and being registered as
such in the Norwegian Central Securities Depository (the “VPS”) as at the expiry
of 21 February 2019 pursuant to the two days’ settlement procedure (the “Record
Date”)) (the “Existing Shareholders”), have been granted subscription rights
(the “Subscription Rights”) in the Rights Issue that provide preferential rights
to subscribe for, and be allocated, Offer Shares at the Subscription Price (as
set out below).
Each Existing Shareholder has been granted two (2) Subscription Rights for every
existing share registered as held by such Existing Shareholder as of the Record
Date. Each Subscription Right will, subject to applicable law, give the right to
subscribe for, and be allocated, one Offer Share. Over-subscription and
subscription without Subscription Rights is permitted.
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. For a further
description of such restrictions, reference is made to Section 5.27 “Selling and
Transfer Restrictions” in the Prospectus.
The subscription period will commence today on 22 February 2019 and expire at
16:30 hours (CET) on 8 March 2019.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 22 February 2019 to 16:30 hours (CET) on 6 March 2019 under the ticker code
“NAS T”. The Subscription Rights will hence only be tradable during part of the
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period or sold before 16:30 (CET) on 6 March 2019
will have no value and will lapse without compensation to the holder.
The Subscription Rights will have economic value if the Company’s shares trade
above the Subscription Price during the Subscription Period. Existing
Shareholders who do not use their Subscription Rights will experience a dilution
of their shareholding in the Company, see Section 5.21 “Dilution” of the
Prospectus. Existing Shareholders should consequently subscribe for Offer Shares
or sell their Subscription Rights.
NOK 33.00 per offer share.
In order to subscribe for Offer Shares, investors need to complete the
subscription form, and submit it to one of the subscription offices as set out
in the Prospectus by 16:30 hours (CET) on 8 March 2019. Subject to regulatory
restrictions in certain jurisdictions, the Prospectus and the subscription form
for the Rights Issue may be downloaded from:
A hard copy of the Prospectus and the subscription form may be obtained from:
- DNB Markets, a part of DNB Bank ASA, Dronning Eufemias gate 30, N-0021 Oslo,
Norway, tel.: +47 23 26 81 01
- Arctic Securities, Haakon VII’s gate 5, N-0123 Oslo, Norway, tel.: +47 21 01
- Danske Bank, Norwegian branch, Bryggetorget 4, N-0107 Oslo, tel.: +47 85 40 55
Hard copies of the Prospectus and the subscription form will also be available
at the Companys headquarters at Oksenøyveien 3, N-1336 Lysaker.
Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to do so through
the VPS online subscription system (or by following the link on
www.dnb.no/emisjoner, www.arctic.com/secno or www.danskebank/nas which will
redirect the subscriber to the VPS online subscription system).
Pre-commitments and the underwriting:
Existing shareholders of the Company have pre-committed to subscribe for Offer
Shares for a total of NOK 1,023 million. The part of the Rights Issue not being
pre-committed by existing shareholders is underwritten by a syndicate consisting
of DNB Markets, a part of DNB Bank ASA, Sterna Finance Ltd., Danske Bank,
Norwegian Branch and existing shareholders who have underwritten more than their
pro-rata pre-commitment (the “Underwriters”) as further defined in the
The underwriting is governed by an underwriting agreement dated 29 January 2019,
as amended by a pricing supplement dated 18 February 2019 (the “Underwriting
Pursuant to the Underwriting Agreement, the Underwriters have agreed, severally
and not jointly, on the terms and conditions set out in the Underwriting
Agreement, to underwrite an aggregate amount of NOK 1,975 million in the Rights
Issue, which is equal to the gross proceeds of the Rights Issue, less the
portion of the Rights Issue which the pre-committing shareholders have agreed to
Each Underwriter’s obligation to subscribe and pay for the unsubscribed Offer
Shares is subject to the satisfaction or waiver of inter alia the following
conditions: (i) no underwriting commitments shall have been rightfully
withdrawn, (ii) no change, event, effect, or condition shall have occurred that
has or would have, individually or in the aggregate, an effect on the current or
future business, assets, liabilities, liquidity, solvency or funding position or
condition (financial or otherwise) or results of the Company and its
subsidiaries taken as a whole, which in the good faith opinion of the
Underwriters is so material and adverse as to make it impracticable or
inadvisable to proceed with the Rights Issue or the delivery of the Offer Shares
on the terms and in the manner contemplated in the Prospectus, and (iii) no
termination right being exercised by the Underwriters.
Prior to the subscription for the unsubscribed shares, the Underwriters may
jointly terminate the Underwriting Agreement in the event: (i) that the Company
is in material breach of the Underwriting Agreement; or (ii) of a force majeure
event (as defined by the Underwriting Agreement) which, in the good faith
opinion of the Underwriters, is material and makes it impracticable or
inadvisable to proceed with the Rights Issue or the underwriting of the offer
shares or materially and adversely affects dealings in the Offer Shares
following the payment date for the Rights Issue; or (iii) of the disclosure by
the Company of any new, significant information, which in the good faith opinion
of the Underwriters is (singly or in aggregate) so material in the context of
the Rights Issue or the underwriting of the Offer Shares as to make it
impracticable or inadvisable to proceed with the Rights Issue or the
underwriting of the Offer Shares.
Should the Underwriting Agreement be terminated, the Underwriters will no longer
be obliged to subscribe for unsubscribed Offer Shares, and the Right Issue will
in such case lapse if there are unsubscribed Offer Shares at the end of the
See further information regarding the Underwriting in Section 5.22 “The
Underwriting” of the Prospectus.
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.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount 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 15 March 2019 and that the Offer Shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about the same day.
The Offer Shares are expected to be tradable on the Oslo Stock Exchange from and
including 18 March 2019.
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 information is subject to disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.
This announcement may not be distributed or sent into the United States or any
other jurisdiction in which such distribution would be unlawful or would require
registration or other measures. These materials are 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.