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 notices 20 May 2020 and 17 June 2020, the Company has been working with vendors for conversion of overdue payables into equity and to reduce the overall claims.
Further reference is made to the joint venture established between OSM Aviation Group Ltd. (“OSMA”) and the Company’s wholly-owned subsidiary Norwegian Air Resources Ltd. (“NAR”) in respect of OSM Aviation Ltd. regarding delivery of long-term crew management services to the Company.
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NAR and OSMA have resolved to separate the business currently conducted through the joint venture such that (ii) certain companies in the joint venture are transferred to NAR and the remaining entities left in the ownership of OSM, and (ii) to convert approximately NOK 812 million in compromised outstanding claims into 190,988,375 new shares at the conversion price of NOK 4.24919. Of these conversion shares, approximately 171,570,900 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 19,417,475 conversion shares are not subject to lock-up. The issuance of said shares is expected on or about 20 July 2020.
Upon completion of the conversion, OSM Aviation Group Ltd. and its group companies will hold 190,988,375 shares in the Company, representing approximately 5.52 % of the outstanding shares and votes in the Company.
Prior to completion of the conversion, neither OSM nor any of its controlling companies (identified below) held any shares or votes in the Company.
OSM Aviation Group Ltd. is a company controlled by Shiphold Ltd, incorporated in Cyprus with business reg. no. HE 208987, which in turn is controlled by Bjørn Tore Larsen.
For more information, please contact:
Geir Karlsen, Chief Financial Officer, phone + 47 916 08 332
Norwegian Air Shuttle ASA
Fornebu 17 July 2020
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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 disclosure is made pursuant to section 4-3 and 5-12 of the Norwegian Securities Trading Act.
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