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”).
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The application period for the Offering expired at 16:30 hours (CEST) on 14 May 2020. The final results show that the Company received more than 19,500 applications for a total of approximately 2.9 billion new shares. The Offering consisted of 400,000,000 new shares at the offer price of NOK 1 per offer share (the “Offer Shares”) and the Offering was accordingly subscribed 7.2 times.
The conditional allocation of the Offer Shares in the Offering has now been completed based on the allocation criteria set out in the Company’s prospectus dated 5 May 2020 (the “Prospectus”).
The conditional allocation has been conducted in line with the mechanism of allocation described in the Prospectus. A total of approximately 220 million Offer Shares, constituting 55% of the Offer Shares, were allocated to shareholders in the Company as of 30 April 2020 (as registered in the VPS on 5 May 2020). A total of approximately 100 million Offer Shares, constituting 25% of the Offer Shares, were allocated to eligible creditors. A total of approximately 80 million Offer Shares, constituting 20% of the Offer Shares, were allocated at the sole discretion of the Board of Directors, of which approximately 19 million Offer Shares were allocated to the pre-committing bondholders due to the minimum allocation agreed with such pre-committing bondholders as described in the Prospectus.
As part of the restructuring, and as further described in the Prospectus, bondholders and lessors of the Company have on certain terms and conditions agreed to convert bond debt in the amount of NOK [3,581,522,206] (excluding NOK 59,346,376 representing bonds held by the Company) and lease obligations in the amount of NOK [9,074,297,332]. Such conversion will occur against 2,978,402,828 new shares in the Company, divided into (i) [2,505,652,218] new shares (“Conversion Shares”) that will be issued simultaneously – and subject to – the issue of the Offer Shares, and (ii) the issue of perpetual bonds (the “Perpetual Bonds”) that may be converted into [472,750,609] new ordinary shares upon and subject to conversion of such Perpetual Bonds (subject to certain Euro-market standard anti-dilution provisions). The subscription price for the issue of the Conversion Shares is NOK [4.25], which is the same price as the initial conversion price for converting Perpetual Bonds to new shares in the Company (upon conversion). See Prospectus section 5.5 for further information about the properties of the Perpetual Bonds.
As described in the Prospectus, eligible creditors who were allocated Offer Shares in the Offering will be eligible for an early release of the lock-up on 1.6 Conversion Shares per Offer Share allocated to them and the pre-committing bondholders will be eligible for an early release of the lock-up on 1.6 Conversion Shares per Offer Shares pre-subscribed. On this basis, approximately 268 million Conversion Shares will be released from lock-up on 15 June 2020. The remaining Conversion Shares, together with the transfer and conversion rights under the Perpetual Bonds, will be released from lock-up as described in the Prospectus on 9 August 2020, 9 October 2020 and 9 December 2020 – subject to certain exceptions as further described in the Prospectus section 5.3 and 5.4.
Investors subscribing in the retail tranche and through the facilities of VPS is expected to be able to find their allocation through VPS investor services by the end of today, 18 May 2020. Notifications of allocated Offer Shares and the corresponding amount to be paid by each applicant in both the retail offering and the institutional offering are expected to be distributed today. Payment for the allocated Offer Shares fall due on or about 19 May 2020 in the retail offering and settlement is expected take place on or about 20 May 2020 for the institutional offering, in accordance with the payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Offering has been registered with the Norwegian Register of Business Enterprises. It is expected that the Offer Shares will be tradeable on Oslo Stock Exchange on 20 May 2020, subject to timely satisfaction of the conditions for completion of the Offering set out in the Prospectus and registration of the share capital increase.
Completion of the Offering is expressly conditional upon completion and registration of the share capital increase pertaining to the Offering with the Norwegian Register of Business Enterprises following a closing procedure that ensures that the NOK 2.7 billion financing facilitated by tranche 2 and tranche 3 of the state aid package will be available to the Company following such registration. The Board of Directors may decide not to complete the share capital increase pertaining to the Offering, and therefore not complete the Offering, at any time before the conditions under paragraphs 5a through 5d in the extraordinary general meeting resolution to issue Conversion Shares as a result of conversion of lease debt as described in Section 5.3 of the Prospectus have been declared satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended and the Offering will ultimately, if the conditions become incapable of being satisfied, be revoked and cancelled. Any proceeds already paid by the applicants will be repaid to the applicants in the event of a cancellation of the Offering.
Completion of the share capital increases pertaining to the issuance of the Conversion Shares and Perpetual Bonds is subject to certain terms and conditions, including completion of the Offering. See Sections 5.3 and 5.4 of the Prospectus. Subject to fulfilment of such conditions, the Conversion Shares are expected to be issued on or about 19 May 2020, and the Perpetual Bonds are expected to be issued shortly thereafter.
Jacob Schram, Chief Executive Officer, has been allocated 700,000 Offer Shares. Following the issuance of the new shares in the Offering, Jacob Schram will own 700,000 shares in the Company.
Geir Karlsen, Chief Financial Officer, has been allocated 500,000 Offer Shares. Following the issuance of the new shares in the Offering, Geir Karlsen will own 500,000 shares in the Company.
Niels Smedegaard, Chairman of the Board of Directors, has been allocated 100,000 Offer Shares. Following the issuance of the new shares in the Offering, Niels Smedegaard will own 150,000 shares in the Company.
Additional primary insiders have been allocated shares in the retail tranche and will be communicated separately.
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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