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Reference is made to NAS’ stock exchange notice dated 5 November at 16:38 CET. The Board of Directors of Norwegian Air Shuttle ASA (“Norwegian” or the “Company”) has resolved to propose that the Company carries out a capital raising of up to approximately NOK 2.75 billion through a private placement with gross proceeds of NOK 1.09 billion (the “Private Placement”), a convertible bond issue in the amount of USD 150 million (the “Convertible Bond Issue”) and a potential subsequent offering of up to 7,000,000 new shares (the “Subsequent Offering”). As announced on 5 November 2019 at 22:12 CET, a total of approximately NOK 2.5 billion has been raised in the Private Placement and the Convertible Bond Issue.
After the completion of the transactions, Norwegian is fully funded through 2020 and beyond based on the current business plan. The proceeds from the Private Placement and the Convertible Bonds Issue will secure required financing of working capital during the winter season and create headroom to financial covenants while completing the strategic transformation of the Company.
- The Private Placement
The Private Placement was placed on 5 November 2019 through an accelerated bookbuilding. It was directed towards the Company’s largest shareholders and selected investors in Norway and abroad plus members of the board and management. The Private Placement was fully subscribed through the bookbuilding at a subscription price of NOK 40 per share (the “Subscription Price”), which means a discount of approximately 13 per cent compared to the closing rate of the Company’s shares prior to the initiation of the bookbuilding (NOK 46.06).
The Board of Directors resolved the allotment of the new shares in the Private Placement immediately after the bookbuilding, where the Board of Directors in consultation with the equity managers has given weight to, inter alia, existing ownership in the Company, price leadership, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon.
- The Convertible Bond Issue
The Convertible Bond Issue was placed on 5 November 2019 through an accelerated bookbuilding. It was directed primarily towards international investors and certain domestic investors. The Convertible Bond Issue was fully subscribed through the bookbuilding at a conversion price at NOK 40 plus a conversion premium of 25 per cent.
The Board of Directors resolved the allotment of the bonds in the Convertible Bond Issue immediately after the bookbuilding, where the Board of Directors in consultation with the bond managers has given weight to, inter alia, participation in both the Private Placement and the Convertible Bond Issue, bondholder type (outright / hedge fund) and total bondholder structure/composition, perceived investor quality, timeliness of orders, existing ownership in the Company and investment history/horizon, price leadership and relative order size.
2.3. The potential Subsequent Offering
Subject to approval of the Private Placement and the Convertible Bond Issue by the Company’s general meeting, the Board of Directors has proposed that the Subsequent Offering is directed towards shareholders in the Company as at 5 November 2019, as registered in the Norwegian Central Securities Depository (VPS) on 7 November 2019, who were not allocated shares in the Private Placement. These shareholders could be allocated a proportional number of subscription rights in compensation for not being allocated shares in the Private Placement. The Subsequent Offering will further only be offered to persons who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. The subscription rights are non-tradeable and will hence not be listed on Oslo Børs.
In relation to the Subsequent Offering, the Board of Directors will be provided with discretion to decide if this offering shall be completed, including the discretion to cancel the Subsequent Offering should the prevailing market conditions and considerations based on the Company’s and the joint shareholder interest indicate such cancelling.
3.4. Extraordinary General Meeting
The Board of Directors proposed that the Private Placement, the Convertible Bond Issue and the Subsequent Offering shall be resolved by an extraordinary general meeting of the Company to be held 08:30 CET on 27 November 2019 at the Company’s headquarters at Oksenøyveien 3, 1366 Lysaker (the “EGM”). The full notice and agenda are attached and available on www.norwegian.com.
Each of the Private Placement, the Convertible Bond Issue and the potential Subsequent Offering requires approval by two thirds of the votes and the share capital present at the EGM. Existing shareholders in the Company who have applied for shares in the Private Placement have undertaken to vote in favor of the potential Subsequent Offering at the EGM.
For more information, please contact:
Tore Østby, EVP Strategic Development, phone +47 995 46 400
Martine Undeli Bekkelund, IR Officer, phone: +47 952 60 728
Important Notices
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or bonds. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa, New Zealand, Japan, the United States 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.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.
In any EEA Member State, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”). In addition, in the United Kingdom, this document is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this document relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
The information contained in this document does not purport to be comprehensive. None of the Managers, any of their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Managers disclaim any responsibility for any acts or omissions of the Company, any of the directors, or any other person in connection with the Private Placement and the Convertible Bond.
The Equity Managers are acting for the Company in connection with the Private Placement 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 Private Placement or any transaction or arrangement referred to in this press release.
The Bond Manager is acting for the Company in connection with the Convertible Bond 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 Convertible Bond or any transaction or arrangement referred to in this press release.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and © local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities described in this press release have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of non-professional, professional and eligible counterparties; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only approach investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This document may include forward-looking statements. The words “believes”, “expects”, “may”, “will”, “seek”, “would”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward-looking statements in this document are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no redocument or warranty, express or implied, is made regarding future performance. The Company and each of the joint financial advisors expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this document or to update or to keep current any other information contained in this document. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this document.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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