Reference is made to the previous stock exchange announcements by Norwegian Air Shuttle ASA (the “Company”) regarding the conversion of debt to equity. As described inter alia in the Company’s prospectus dated 5 May 2020 and stock exchange notice 20 May 2020, the Company has been working with vendors for conversion of overdue payables into equity and to reduce the overall claims. The Company has through constructive dialogue with vendors achieved further conversion of debt to equity whereby a total of approximately NOK 417 million (out of the NOK 1.715 million overdue payables as per 31 March 2020) in outstanding payables will be converted into 98,035,584 new shares at the conversion price of NOK 4.24919, to be issued to the converting vendors. Of these conversion shares, 54,744,394 shares are subject to lock-up, whereby 1/3 of the conversion shares shall be released from lock-up on each of the 9 August 2020, 9 October 2020 and 9 December 2020. The remaining 43,291,190 conversion shares are not subject to lock-up.
The conversion is part of the debt restructuring program to address the outstanding debt. Norwegian is continuing the work with vendor repayment plans and possible further conversion of debt to equity.
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Reference is further made to the Company’s convertible bond with ISIN NO 0010868284 in the aggregate amount of USD 15,245,000 (the remaining part of the original USD 150 million convertible bond issued in Q4 2019). The Company has received conversion notices from convertible bondholders representing USD 4,390,000 in this bond issue, which pursuant to standard terms set out in the bond terms are convertible into 10,902,496 new shares. These shares are not subject to any lock-up. After the conversion, the remaining principal outstanding under the convertible bond amounts to USD 10,855,000.
The combined 108,938,080 new shares to be issued following the conversion of vendor debt and convertible bonds as per above are expected to be issued today, 17 June 2020, subject to timely registration of the share capital increases in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
The Company has also reached an agreement with one of its operating lessors to convert approximately USD 16.6 million of lease debt into 40,164,731 new shares at a conversion price of NOK 4.24919, all such conversion shares to be subject to lock-up, whereby 1/3 of such shares shall be released on each of 9 August 2020, 9 October 2020 and 9 December 2020. The issuance of such shares is expected on or about 25 June 2020, subject to satisfaction of documentary conditions precedent.
The conversion of vendor and lease debt as set out above is part of the debt restructuring program to address outstanding debt of the Company. The Company is continuing to work with repayment plans and possible further conversions of debt to shares.
For further information, please contact:
Tore Østby, EVP Strategic Development, phone: +47 995 464 00
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) or in any other jurisdiction where such publication or distribution is unlawful. 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.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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