Reference is made to the following perpetual bond issues of Norwegian Air Shuttle ASA (the “Company”):
(i) Norwegian Air Shuttle ASA perpetual 0% EUR convertible bond loan with ISIN NO 0010883416 in the aggregate amount of EUR 10,300,512 (“EUR Perpetual Bonds”);
…
Vis børsmeldingen
(ii) Norwegian Air Shuttle ASA perpetual 0% USD convertible bond loan with ISIN NO 0010883515 in the aggregate amount of USD 169,332,941 (“USD Perpetual Bonds”); and
(iii) Norwegian Air Shuttle ASA perpetual 0% USD convertible bond loan with ISIN NO 0010884646 in the aggregate amount of USD 29,292,742 as described in the Company’s stock exchange notice dated 30 September 2020 (“Future Maintenance Bonds”).
The EUR Perpetual Bonds, USD Perpetual Bonds and Future Maintenance Bonds form part of the Company’s subordinated perpetual bond issues as further described in the prospectus dated 5 May 2020 (the “Prospectus”) and the Company’s stock exchange announcement dated 30 September 2020 (the “30 September Notice”).
The Company has received conversion notices from bondholders representing:
(a) EUR 2,082,581 of EUR Perpetual Bonds;
(b) USD 88,376,738 of USD Perpetual Bonds, and
© USD 11,639,845 of Future Maintenance Bonds,
which pursuant to their terms are convertible into 253,970,846 new shares in the Company (the “Conversion Shares”).
114,079,911 of the Conversion Shares shall be listed on the Oslo Stock Exchange and admitted to trading when issued in the VPS, whilst the remaining 139,890,935 Conversion Shares shall be placed on a separate ISIN, and shall not be listed until a new prospectus has been approved by the Norwegian Financial Supervisory Authority and published by the Issuer in accordance with the EU Prospectus Regulation ((EU) 2017/1129)[, which is expected to take place during January 2021 ]. Issuance of the Conversion Shares in the VPS is expected to take place on or about [11] December 2020, subject to timely registration of the share capital increases at the Norwegian Register of Business Enterprises.
After completion of the conversion, the Company’s new share capital will be NOK 397,332,869.30 divided into 3,973,328,693 shares, each with a nominal value of NOK 0.10. The Issuer will have perpetual bonds remaining in the nominal amount of approx. NOK 1.2 billion (including amounts issued in other currencies exchanged into NOK at the fixed exchange rate set out in the applicable perpetual bond agreements) which may in the option of the holder be converted into approx. 257 million shares in the Company at NOK 4.24919 (the “Conversion Price”), subject to anti-dilution provisions. Approximately NOK 186 million of such perpetual bonds comprise Future Maintenance Bonds as described in the 30 September Notice.
For further information, please contact:
Tore Østby, EVP, 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.
Kilde
