Reference is made to the Norwegian Air Shuttle ASA (the “Company”) perpetual 0% EUR convertible bond loan with ISIN NO 0010883416 in the aggregate amount of EUR 8,217,931 (“EUR Perpetual Bonds”). The Company has received conversion notices from bondholders representing EUR 600,000 in this bond issue, which pursuant to standard terms set out in the bond terms are convertible into 16,079 new shares in the Company. The EUR Perpetual 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”). As set out in the Prospectus, the perpetual bonds have been issued on multiple ISINs reflecting different currencies of issue.
Following the conversion, NAS has perpetual bonds in issue in the nominal amount of approximately NOK 1.14 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 approximately 2,686,276 shares in the Company at NOK 424.919 (the “Conversion Price”), subject to anti-dilution provisions as set out in the Prospectus. Approximately NOK 186 million of such perpetual bonds comprise Future Maintenance Bonds as described in the 30 September Notice.
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The Company’s share capital is increased by NOK 160,790 by issue of 16,079 new shares. The increase pertaining to the conversion of the EUR Perpetual Bonds has today been registered in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company’s new share capital is NOK 397,493,660 divided into 39,749,366 shares, each with a nominal value of NOK 10.
The new 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 new shares in the VPS is expected to take place later today.
For further information, please contact:
Tore Østby, EVP Strategic Development, phone: +47 995 464 00
Fornebu, 23 December 2020
Norwegian Air Shuttle ASA
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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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