NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT. 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” or “NAS”) dated 21 May 2021 regarding the preliminary results of the capital raise of up to NOK 6,000 million (the “Capital Raise”), comprising of:
(i) an offering of new capital perpetual bonds raising gross proceeds of up to NOK 1,875 million (the “New Capital Perpetual Bonds Offering”),
(ii) a rights issue raising gross proceeds of up to NOK 395 million (the “Rights Issue”), and
(iii) a private placement of new shares (the “Private Placement”) limited to an amount so that the total gross proceeds from the Capital Raise will not exceed NOK 6,000 million.
The subscription period for the Rights Issue and the application period in the Private Placement expired at 16:30 hours (CEST) on 21 May 2021.
The New Capital Perpetual Bonds Offering
The Company has allocated New Capital Perpetual Bonds for a total amount of NOK 1,875 million to Eligible New Capital Perpetual Bonds Creditors (as defined in the scheme of arrangement for an exit of the examinership process and the reconstruction process as further described in the Company’s stock exchange announcement dated 11 March 2021 (the “Restructuring Proposal”)). The terms of the New Capital Perpetual Bond Instrument are set out in the Reconstruction Proposal and the New Capital Perpetual Bond term sheet announced by the Company on 11 March 2021, and will be further detailed in a bond agreement based on the standard Nordic Bond Terms for corporate high yield bonds. The New Capital Perpetual Bonds are expected to be issued on or about 26 May 2021, subject to satisfaction of the conditions for completion set out below.
The Rights Issue
The Company has received subscriptions for 311,482,082 new shares in the Rights Issue. Up to 63,076,638 new shares were offered in the Rights Issue at a subscription price of NOK 6.26 per share (the “Rights Issue Offer Shares”), and the Rights Issue was oversubscribed by approximately 394%.
The conditional allocation of the Rights Issue Offer Shares has now been completed in accordance with the allocation criteria set out in the securities note dated 6 May 2021 (the “Securities Note”, and together with a summary and a registration document dated 6 May 2021, the “Prospectus”).
56,149,517 new shares, constituting 89% of the Rights Issue Offer Shares, were subscribed for and allocated through the exercise of subscription rights. 6,927,121 new shares, constituting 11% of the Rights Issue Offer Shares, are allocated pro-rata to subscribers who have oversubscribed based on the number of subscription rights exercised by each subscriber.
Notifications of allocated Rights Issue Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Subject to satisfaction of the conditions for completion set out below, payment for the allocated shares falls due on 27 May 2021 in accordance with the payment procedures described in the Securities Note.
The Private Placement
595,869,048 new shares were allocated in the Private Placement at a subscription price of NOK 6.26 per share (the “Private Placement Offer Shares”) raising gross proceeds to the Company of approximately NOK 3,730 million.
The Private Placement was significantly oversubscribed.
468,051,115 Private Placement Offer Shares have been allocated to certain cornerstone investors pursuant to the allocation principles described in the Securities Note.
The allocation of the remaining Private Placement Offer Shares has been resolved by the Board of Directors of the Company in consultation with the Managers based on the allocation principles described in the Securities Note.
Notifications of allocated Private Placement Offer Shares and the corresponding amount to be paid by each applicant are expected to be distributed today. Subject to satisfaction of the conditions for completion set out below, payment for the allocated shares falls due on 27 May 2021 in accordance with the payment procedures described in the Securities Note.
Listing and commencement of trading in the offer shares:
The Rights Issue Offer Shares and the Private Placement Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue and the Private Placement has been registered with the Norwegian Register of Business Enterprises. It is expected that the Rights Issue Offer Shares and the Private Placement Offer Shares will be tradeable on the Oslo Stock Exchange on or about 27 May 2021, subject to timely satisfaction of the conditions for completion set out below and in the Securities Note.
Following registration of the share capital increases pertaining to the Rights Issue and the Private Placement, the Company will have a share capital of NOK 70,099,815.80, divided into 700,998,158 shares, each with a nominal value of NOK 0.10.
Conditions for completion:
Completion of the Capital Raise is subject to the Effective Time (as defined in the Restructuring Proposal), and thereby the effectiveness of the Restructuring Proposal, occurring upon registration of the share capital increase pertaining to the Rights Issue and the Private Placement and the issuance of convertible loans pertaining to the New Capital Perpetual Bonds Offering with the Norwegian Register of Business Enterprises.
In order to provide for prompt registration of the share capital increase in the Company relating to the issuance of the Rights Issue Offer Shares and the Private Placement Offer Shares with the Norwegian Register of Business Enterprises, DNB Markets, a part of DNB Bank ASA has entered into an agreement with the Company to prefund the shares allocated in the Rights Issue and the Private Placement to the extent required to complete the registrations.
Subject to fulfilment of the terms and conditions for completion of the Capital Raise, the share capital increases pertaining to the Rights Issue and the Private Placement are expected to be registered with the Norwegian Register of Enterprises on or about 26 May 2021 after 16:30 (CEST), which accordingly and subject to completion of the Capital Raise is expected to be the effective date of the Restructuring Proposal.
The Company has considered the structure of the private placement of new shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and is of the opinion that the Capital Raise is in compliance with these requirements in light of the current situation of the Company and the Restructuring Proposal. The Board has considered it to be in the best interest of the Company’s shareholders that the Capital Raise is partly structured as a private placement in order to reduce the risk of not being able to satisfy the conditions for effectiveness of the Restructuring Proposal. Accordingly, the existing shareholders preferential rights to subscribe for new shares in the Private Placement have been deviated from. Existing shareholders in the Company as registered in the VPS on the Record Date have however received subscription rights to participate in the Rights Issue.
Managers:
DNB Markets, a part of DNB Bank ASA, is acting as Sole Global Coordinator and Joint Bookrunner for the Capital Raise and ABG Sundal Collier ASA is acting as Joint Bookrunner (jointly the “Managers”). Seabury Securities ltd serves as financial advisor for the Capital Raise. Advokatfirmaet BAHR AS is acting as legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as legal counsel to the Managers.
For further information, please contact:
Geir Karlsen, Chief Financial Officer, phone: +47 916 08 332
This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to the Market Abuse Regulation (MAR) Article 17 no. 1, and was prepared by Tore Østby, Investor Relations at Norwegian Air Shuttle ASA, tel +47 995 46 400.
Norwegian Air Shuttle ASA
Fornebu 25 May 2021
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). This release is an announcement issued pursuant to legal information obligations and is subject to 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.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
In any EEA Member State, other than Norway, the information is only addressed to, directed at and the Securities may only be offered to, qualified investors in that Member State within the meaning of Article 2 (e) 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.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or © persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Any offering of the securities referred to in this announcement is made by means of the Prospectus. 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. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of any the Prospectus are available from the Company’s registered office and, subject to certain exceptions, on the websites of the Managers.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting exclusively for the Company and no one else in connection with the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
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. No assurance can be given that such expectations will prove to have been correct. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Kilde
