NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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Reference is made to the stock exchange announcement of Norwegian Air Shuttle ASA (the “Company”) dated 14 January 2021, wherein the board of directors of the Company set out an indicative plan for the Company’s emergence from its ongoing restructuring process (the “Plan”).
The Company is continuing its efforts with the examiner, Mr. Kieran Wallace (the “Examiner”) and the administrator, Mr. Håvard Wiker (the “Reconstructor”) to propose a restructuring of the Company through the Irish examinership and Norwegian reconstruction processes (together the “Restructuring”).
As previously announced, the proposed Restructuring will potentially involve each creditor with an unsecured claim receiving a debt claim (“Dividend Claims”, formerly referred to as the Old Capital Hybrid Loans) that, based on current calculations, would have a nominal value equal to 4% of such creditor’s unsecured claim. The Company is also exploring the possibility with the Examiner and the Reconstructor of offering a cash component alongside the Dividend Claims, however notes that the amount of cash that could be utilized for such a dividend will be reduced depending on the duration of the Restructuring, including any appeal process. The Dividend Claims in aggregate would on certain terms and conditions be convertible into shares representing approximately 25% of the Company’s share capital following the Restructuring and the proposed capital raise (the “Capital Raise”). New investors in the Capital Raise, by investing in equity and a perpetual hybrid instrument (the “New Capital Perpetual Bonds”), would receive approximately 70% of the post-Restructuring share capital, and current shareholders approximately 5%.
With respect to timing, the Company is working with the Examiner and the Reconstructor with a view to commencing the legal steps required to implement the proposed Restructuring, including the issuance of a scheme of arrangement by the Examiner as soon as possible, with a view to the Capital Raise commencing in late March/early April, with the subscription period in mid-April and target closing end of April.
Following discussions with its stakeholders, the Company attaches indicative term sheets in respect of the New Capital Perpetual Bonds, the zero-coupon bonds proposed to be issued to creditors who invest in the Capital Raise, and the Dividend Claims.
DNB Markets, a part of DNB Bank ASA, has been appointed as global coordinator in respect of the issuance of the financial instruments in connection with the Capital Raise.
All proposals are subject in all respects to ongoing negotiations with stakeholders. The implementation of the foregoing and the Plan remain subject to consideration by the Irish Examiner and the Norwegian Reconstructor, and to receipt of the necessary approvals in accordance with the Restructuring processes, including ultimately sanctions by the Irish and Norwegian courts. Definitive terms will be announced in connection with the formal Restructuring plans to be proposed and resolved in Ireland and Norway.
For more information, please contact:
Geir Karlsen, CFO, phone +47 916 08 332
Press contact:
Esben Tuman, SVP External Communications, phone +47 905 08 400
Fornebu, 19 February 2021
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, the Hong Kong Special Administrative Region Of The People’s Republic Of China, South Africa, New Zealand, 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.
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.
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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