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 announcements of Norwegian Air Shuttle ASA (the “Company” or the “Group”) dated 14 January 2021 and 19 February 2021 wherein the board of directors of the Company reported on indicative plans for the Company’s emergence from its ongoing restructuring processes.
Following the Irish High Court’s decision on Friday 5 March 2021 in respect of the repudiation of certain contracts, Mr Kieran Wallace of KPMG Ireland as Examiner of the Company and a number of Irish subsidiaries of the Group (the “Examinership Companies”) has proposed schemes of arrangement for the financial restructuring the Company and the Examinership Companies, which in the case of the Company will be implemented through the Norwegian reconstruction processes (together the “Restructuring Proposal”).
The Restructuring Proposal provides, among other matters, for each creditor with an unsecured claim to receive a dividend equal to 5.0% of such creditor’s unsecured claim (excluding any amount the creditor may recover through participation in the proposed capital raise) comprising (i) a pro rata cash payment from a NOK 500 million “pool” to be distributed among unsecured creditors and customer creditors (ii) a convertible debt claim with 7 year maturity and NIBOR +1% interest (“Dividend Claims”).
The Dividend Claims will on certain terms and conditions be convertible in aggregated into shares representing up to 25.4% of the Company’s share capital following the Restructuring and the proposed capital raise.
The Restructuring Proposal is conditional on certain matters including the approval of requisite classes of creditors of the Examinership Companies, the confirmation by the Irish High Court and the Norwegian Court (in the case of the reconstruction) and ultimately the closing of the proposed rights offering, private placement and offering of perpetual hybrid instrument (the “New Capital Perpetual Bonds”) (the “Capital Raise”).
New investors in the Capital Raise, by investing in equity and/or the New Capital Perpetual Bonds, will receive approximately 70% of the post-Restructuring share capital with the shares held by existing shareholders diluted to approximately 4.6%. This equity allocation (including the allocation of the shares on the conversion of the Dividend Claims) assumes, for illustrative purposes, an overall Capital Raise of NOK 4,500,000,000, comprised of up to NOK 3,000,000,000 in shares (including rights offering of NOK 400,000,000) and up to NOK 1,875,000,000 in New Capital Perpetual Bonds and will be subject to change in the event that the Capital Raise exceeds NOK 4,500,0000. Current creditors of Norwegian have already expressed an interest to participate in the Capital Raise with an amount of at least NOK 1,800,000,000.
Further details regarding the Restructuring Proposal and its terms are set out in the proposals for a scheme of arrangement (the “Proposals”) and accompanying explanatory memorandum issued by the Examiner.
The Examiner is today convening meetings of the relevant classes of members and creditors of the Company and the Examinership Companies to take place over the course of 18 – 20 March 2021 and will as soon as possible thereafter seek the confirmation of the Proposals by the Irish High Court.
Notices for the meeting of the shareholders of the Company and certain classes of creditors of the Company and Norwegian Air International Limited are available here https://www.norwegian.com/uk/about/company/investor-relations/ together with a copy of the Proposals for the Company and an accompanying explanatory memorandum.
In the event the Restructuring is approved by the required authorities the Company plans to move forward with the Capital Raise commencing in April and target closing in May 2021.
For further details of the overall detailed plan supporting the future operations of the Company see the attached documents.
Details of the New Capital Perpetual Bonds, including retained claims bond terms, are attached.
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, 11 March 2021
Norwegian Air Shuttle ASA
This information is subject of the disclosure requirements according to the Market Abuse Regulation (MAR) Article 17 no. 1, and was prepared by Tore Østby, EVP Strategic Development at Norwegian Air Shuttle ASA, tel +47 99546400.
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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