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Fornebu, Norway – 5 November 2019.
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Reference is made to the stock exchange notice from Norwegian Air Shuttle ASA (“Norwegian” or the “Company”) published on 5 November 2019 regarding a contemplated capital raising through a private placement of new shares and a convertible bond issue.
The Company is pleased to announce that it has raised approximately NOK 2.5 billion in gross proceeds through a private placement (the “Private Placement”) of 27,250,000 new shares (“New Offer Shares”), at a price per share of NOK 40 and a convertible bond issue of USD 150 million (the “Convertible Bond Issue”). In addition, 5,078,752 existing shares (the “Hedging Shares”) were allocated in the Private Placement at the same price. A total of 32,328,752 shares were consequently allocated (the “Offer Shares”) in the Private Placement. The Hedging Shares were sold on behalf of certain investors in the Convertible Bond Issue for hedging purposes and are lent from certain existing shareholders of the Company.
The Private Placement took place through an accelerated bookbuilding process managed by Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS acting as Joint Bookrunners (together the “Equity Managers”) after close of trading on the Oslo Stock Exchange today. The Convertible Bond Issue took place in a corresponding bookbuilding process managed by Clarksons Platou Securities AS as Global Lead Manager and Sole Bookrunner and Danske Bank, Norwegian Branch as Lead Manager (the “Bond Managers”) in the similar time period.
The Private Placement received significant interest from both existing shareholders in the Company and new high-quality investors. The Convertible Bond Issue received significant interest from international and domestic investors. Both the Private Placement and the Convertible Bond Issue were oversubscribed.
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 Bond 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 completion of the Private Placement related to the New Offer Shares is subject to (i) completion of the Convertible Bond Issue, (ii) the Board of Directors resolving to allocate Offer Shares in the Private Placement and Convertible Bonds in the Convertible Bond Issue and to proceed with the Private Placement and the Convertible Bond Issue, (iii) and the resolution by the Company’s extraordinary general meeting (the “EGM”) expected to be held on or about 27 November 2019 to issue the New Offer Shares and the Convertible Bond and carry out the Subsequent Offering, and (iv) registration of the share capital increase of the Company pertaining to the Private Placement and the Convertible Bond with the Norwegian Register of Business Enterprises and the Norwegian Central Securities Depositary (“VPS”). The completion of the Private Placement related to the Hedging Shares is only subject to the board of directors’ resolution to proceed with the Convertible Bond, irrespective of whether the Convertible Bond is subsequently approved by the EGM (together with (i) to (iv) above referred to as the “Conditions”).
Notification of conditional allocation in the Private Placement and the Convertible Bond Issue will be sent to the applicants by the Equity Managers and the Bond Managers, respectively, on or about 6 November 2019. All investors who are allocated Offer Shares will as far as possible receive the same proportion of New Offer Shares and Hedging Shares.
The Equity Managers expect to issue notifications with payment instructions for the Private Placement immediately after the EGM with payment date on or about 29 November 2019. Allocated New Offer Shares will be delivered as soon as practicable thereafter assuming all Conditions are met, expected on or about 3 December 2019. Following registration of the share capital increase pertaining to the Private Placement, the Company will have a share capital of NOK 16,355,837.70, divided into 163,558,377 shares, each with a nominal value of NOK 0.10.
The terms of the Convertible Bond Issue will be made public by the Company before 9:00 CET on 6 November 2019.
The completion of the Convertible Bond Issue is subject to the approval by the EGM of the Convertible Bonds Issue and the documentation in connection therewith by the Company. If the said documentation is approved by the Company, it is expected that settlement of the Convertible Bond Issue will occur on or about 15 November 2019. The terms of the Convertible Bonds will contain certain provisions which will apply in the event that the Convertible Bond Issue is not approved by the EGM.
As a consequence of the structure of the Private Placement and the convertible bond, the shareholders’ preferential rights were deviated from in both issues. The Company’s Board of Directors has considered both transactions in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that they comply with the equal treatment obligations, in particular due to the fact that (i) in the current market, a private placement and a convertible bond have larger possibilities of success compared to a rights issue and, therefore, give the Company timely access to the new capital at low risk, and (ii) the cost of raising capital is assumed to be lower than in a rights issue. On this basis, the Board of Directors has considered the transactions to be in the common interest of the Company and its shareholders.
The Company intends to conduct a subsequent offering of 7,000,000 new shares in the Company (the “Subsequent Offering”) which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 5 November 2019 (as registered in the VPS on 7 November 2019) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the Subsequent Offering. Oversubscription and subscription without rights will be allowed. The subscription price in the Subsequent Offering will be the same as the subscription price in the Private Placement, i.e. NOK 40 per share. The Subsequent Offering will, if approved, commence after a prospectus describing the Subsequent Offering has been approved by the Financial Supervisory Authority of Norway.
Existing shareholders that participated in the Private Placement have irrevocably undertaken to vote for its shares in favor of the resolution(s) proposed at the EGM to implement the Private Placement, the Convertible Bond Issue and the potential Subsequent Offering.
For further 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 Managers are acting for the Company in connection with the Private Placement and 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 Private Placement, 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 transactions. 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.
Kilde
