NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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Fornebu, Norway – 6 May 2020
Reference is made to the stock exchange announcement from Norwegian Air Shuttle ASA (the “Company”) on 5 May 2020, regarding the terms of the public offering of up to 571,428,571 new shares (the “Offer Shares”) to raise gross proceeds of NOK 300 - 400 million (the “Offering”).
The Prospectus
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has, on 6 May 2020, approved the Company’s prospectus prepared in connection with the (i) Offering and (ii) the listing of the Offer Shares and up to another 2,978,402,828 new shares in the Company to be issued in connection with conversion of bond loans and lease debt to equity (the “Prospectus”).
The full terms and conditions of the Offering are included in the Prospectus.
Subject to applicable local securities laws, the Prospectus and the application form for the Offering may be downloaded from: www.norwegian.no, www.abgsc.no, www.dnb.no/emisjoner and www.danskebank.no/nas.
Application period
The application period for the Offering is expected to commence at 09:00 hours (CEST) on 6 May 2020 and close at 16:30 hours (CEST) on 14 May 2020. The Company, in consultation with the Managers (as defined below), reserves the right to shorten or extend the application period. An extension or shortening of the application period can be made one or several times, provided, however, that in no event will the application period be shortened to end prior to 16:30 hours (CEST) on 7 May 2020 or extended beyond 16:30 hours (CEST) on 29 May 2020.
In the event of a shortening or an extension of the application period, the allocation date, the payment due dates, the dates of delivery of Offer Shares and other dates related to the Offering may be changed accordingly.
Offer price
The offer price per share in the Offering is set to NOK 1.00 (the “Offer Price”).
Pre-commitments from certain bondholders
Certain holders of the Company’s convertible bond have entered into subscription letters with the Company that commit such bondholders to subscribe for Offer Shares in the Offering at the Offer Price for the NOK equivalent of USD 10.115 million, subject to certain terms and conditions which are described in the Prospectus. The pre-commitment from such bondholders satisfies the condition in the convertible bond resolution whereby the write-down of the value of the convertible bonds will be 77 percent instead of 80 percent, as further described in said resolution.
Offering details
The Offering consists of:
(i)an institutional offering, in which Offer Shares will be offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from any prospectus and registration requirements, and © investors in the United States who are QIBs (as defined in Rule 144A under the U.S Securities Act) in transactions exempt from registration requirements under the US Securities Act (the “Institutional Offering”). The Institutional Offering is subject to a lower limit per application of NOK 2,000,000, and
(ii)a retail offering, in which Offer Shares will be offered to the public in Norway, subject to an upper limit per application of NOK 1,999,999 for each investor (the “Retail Offering”). Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.
All offers and sales outside the United States will be made in compliance with Regulation S of the U.S. Securities Act.
Application procedure
In order to apply for Offer Shares in the Institutional Offering (minimum application of NOK 2,000,000), investors must contact one of the Managers. Existing shareholders applying for Offer Shares in the Institutional Offering will have to document their shareholding per the Record Date (as defined below) in order to benefit from preferential allocation (if applicable).
In order to apply for Offer Shares in the Retail Offering (maximum application of NOK 1,999,999), investors who are Norwegian residents with a Norwegian personal identification number are encouraged and urged to do so through the Norwegian Central Securities Depository (the “VPS”) online subscription system (or by following the link on www.norwegian.no, www.abgsc.no, www.dnb.no/emisjoner or www.danskebank/nas, which will redirect the subscriber to the VPS online subscription system). Existing shareholders applying for Offer Shares in the Retail Offering shall apply in the same name(s) as registered in the Company’s shareholder register at the Record Date (as defined below) in order to benefit from preferred allocation (if applicable).
Reference is made to the Prospectus for further information on the application procedures for the Institutional Offering and the Retail Offering, respectively, including the procedures applicable to existing shareholders and creditors in order to benefit from any preferred allocation as further described below.
Allocation
Conditional allocation of Offer Shares will be conducted after the expiry of the application period, expected on or about 15 May 2020.
The Company will seek to provide preferred allocation of minimum 50 percent of the Offer Shares that are issued in the Offering to shareholders of the Company as of 30 April 2020 (and being registered as such in the VPS on 5 May 2020 pursuant to the two days’ settlement procedure (the “Record Date”), except for such shareholders who are 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. However, the Offering is not a rights offering, shareholders’ preferential rights are deviated from and preferred allocation may not be achieved or made to the fullest extent.
Further, the Company will seek to provide preferred allocation of combined minimum 25 percent of the Offer Shares that are issued in the Offering to (i) holders of bonds in the bond loans NAS07, NAS08, NAS09 and the Company’s convertible bond as registered as such in the VPS on 30 April 2020 except for such bondholders who are 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, and (ii) lease debt creditors that have committed to convert lease debt for conversion shares in the Company except for such creditors who are 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 Company will grant minimum allocation to the pre-subscribing eligible bondholders referred to under “Pre-commitments from certain bondholders” above in an amount of NOK 50 million, which may, depending on the amount of other subscriptions with preferred allocation, in part or in whole be allocated from the last 25 percent portion of the Offering not reserved for allocation to eligible shareholders and eligible creditors.
Please see Prospectus section 6.6 for more information on allocation criteria in the Offering.
Conditions for the Offering
Completion of the Offering is conditional upon satisfaction of certain conditions. For information on the conditions for completion of the Offering, reference is made to section 6.16 of the Prospectus.
Financial intermediaries
It should be noted that the Company, due to the requirement to complete the Offering in time to secure completion of the refinancing process, has been required to set the application period to seven trading days (subject to change). Beneficial shareholders holding their shares through financial intermediaries (e.g. brokers, custodians and nominees) as of the Record Date may be unable to benefit from any preferred allocation to eligible shareholders in connection with the allocation of Offer Shares due to the limited application period, which may make it more difficult for financial intermediaries to organize application for Offer Shares through the financial intermediary. Notwithstanding the foregoing, such beneficial shareholders are urged to contact their financial intermediary as soon as possible in order to explore the best way to proceed.
Any beneficial shareholder who holds shares through financial intermediaries and wishes to apply for Offer Shares, should apply for Offer Shares through their financial intermediary. Beneficial shareholders holding their shares through a financial intermediary may also apply for Offer Shares directly in the Institutional Offering, but may in such event only benefit from the preferred allocation to eligible shareholders to the extent they are able to document their beneficial ownership. Applications made by a beneficial shareholder both directly and through a financial intermediary are not allowed.
All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to application for Offer Shares through a financial intermediary should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder.
The Company is not liable for any action or failure to act by a financial intermediary through which Company’s shares are held.
Delivery, listing and commencement of trading in the Offer Shares
The due date for the payment of the Offer Shares is expected to be on or about 19 May 2020 in the Retail Offering and on about 20 May 2020 in the Institutional Offering. Subject to fulfilment of the conditions for completion of the Offering as described in the Prospectus and timely payment, delivery of the Offer Shares is expected to take place on or about 20 May 2020 in both of the Retail Offering and the Institutional Offering through the facilities of the VPS, and listing and trading in the Offer Shares on the Oslo Stock Exchange is expected to commence on or about 20 May 2020.
Managers
ABG Sundal Collier ASA, Danske Bank, Norwegian branch and DNB Markets, a part of DNB Bank ASA are acting as managers in the Offering (the “Managers”).
Advokatfirmaet BAHR AS is legal advisor to the Company.
For more information, please contact:
Tore Østby, EVP Strategic Development, phone + 47 995 464 00
Martine Undeli Bekkelund, Investor Relations Officer, phone + 47 952 60 728
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US 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. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and 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 Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites of ABG Sundal Collier ASA (www.abgsc.no), DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Danske Bank, Norwegian Branch (www.danskebank.no/nas) (jointly, the “Managers”).
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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