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.
Reference is made to the previous stock exchange announcements by Norwegian Air Shuttle ASA (the “Company”) regarding the public offering of new shares in the Company (the “Offering”). The application period for the Offering expired at 16:30 hours (CEST) today on 14 May 2020.
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Preliminary counting indicates that the Company has received applications for approximately 2.8 billion new shares. 400,000,000 new shares were offered in the Offering at the Offer Price of NOK 1 per share. The preliminary counting consequently indicates a subscription of approximately 7 times.
The decision on conditional allocation of the new shares is expected to take place on or about Friday 15 May 2020 in accordance with the allocation criteria set out in the prospectus dated 5 May 2020 (the “Prospectus”). The final result of the Offering will be published shortly thereafter. The Managers expect to issue notifications of conditional allocation of new shares on or about Friday 15 May 2020, and letters regarding such allocation and the corresponding amount to be paid by each applicant during the course of Monday 18 May 2020.
The payment date for the new shares allocated in the retail offering is Tuesday 19 May 2020 and the delivery date for such shares is expected to be on or about Wednesday 20 May 2020. The payment and delivery date in the institutional offering is expected to be on or about Wednesday 20 May 2020.
The shares allocated in the Offering are expected to be tradeable on the Oslo Stock Exchange on or about 20 May 2020, subject to the share capital increase pertaining to the Offering being registered in the Norwegian Register of Business Enterprises in time. Registration of the share capital increase is subject to satisfaction of the conditions for completion of the Offering set out in the Prospectus.
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”).
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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