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. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NO ONE SHOULD PURCHASE ANY SECURITIES IN NORWEGIAN AIR SHUTTLE ASA (THE “COMPANY”) EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY THE COMPANY IN CONNECTION WITH THE OFFERING. COPIES OF THE PROSPECTUS ARE AVAILABLE, SUBJECT TO CERTAIN EXCEPTIONS, THROUGH THE WEBSITE OF THE COMPANY AND THE MANAGERS.
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Reference is made to the stock exchange announcement of Norwegian Air Shuttle ASA (the “Company” or “NAS”) dated 25 May 2021 regarding the final results of the capital raise of approximately NOK 6,000 (the “Capital Raise”) million comprising of:
(i) an offering of new capital perpetual bonds raising gross proceeds of up to NOK 1,875 million,
(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 following primary insiders, including their close associates, have been allocated offer shares in the Rights Issue and/or the Private Placement at the offer price of NOK 6.26 per share in accordance with the allocation principles 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”):
Jacob Schram, CEO, has through his wholly-owned company Schanjem AS been allocated 10,500 offer shares in the Rights Issue based on subscription rights exercised and 559,105 additional offer shares in the Private Placement. After completion of the Capital Raise Jacob Schram directly and through his wholly-owned company Schanjem AS will own 576,605 shares in the Company.
Geir Karlsen, CFO, has been allocated 7,500 offer shares in the Rights Issue based on subscription rights exercised and 638,978 additional offer shares in the Private Placement. After completion of the Capital Raise Geir Karlsen will own 651,478 shares in the Company.
Andrew Hodges, EVP Network, Pricing & Optimisation, has been allocated 100,000 offer shares in the Private Placement. After completion of the Capital Raise Andrew Hodges will own 100,000 shares in the Company.
Christoffer Sundby, EVP Marketing, Sales & Customer Care, has been allocated 335,943 offer shares in the Private Placement. After completion of the Capital Raise Christoffer Sundby will own 335,943 shares in the Company.
Tor Arne Fosser, EVP Products & Digital Development, has been allocated 95,847 offer shares in the Private Placement. After completion of the Capital Raise Tor Arne Fosser will own 95,847 shares in the Company.
Knut Olav Irgens Høeg, EVP IT & Business Services, has been allocated 137 offer shares in the Rights Issue based on subscription rights exercised and 239,617 additional offer shares in the Private Placement. After completion of the Capital Raise Knut Olav Irgens Høeg will own 239,846 shares in the Company.
Johan Gauermann, Interim EVP Operations, has been allocated 236,157 offer shares in the Private Placement. After completion of the Capital Raise, Johan Gauermann will own 236,157 shares in the Company.
Anne-Sissel Skånvik, EVP Communications & Public Affairs, has been allocated 57 offer shares in the Rights Issue based on subscription rights exercised and 50,000 additional offer shares in the Private Placement. After completion of the Capital Raise, Anne-Sissel Skånvik will own 50,095 shares in the Company.
Guro Halvorsen Poulsen, EVP People, has been allocated 236,805 offer shares in the Private Placement. After completion of the Capital Raise, Guro Halvorsen Poulsen will own 236,808 shares in the Company.
Please see attached notifications for persons discharging managerial responsibilities in Norwegian in accordance with Regulation EU 596/2014 (MAR) article 19.
For further information, please contact:
Geir Karlsen, Chief Financial Officer, phone: +47 916 08 332
Fornebu, 25 May 2021
Norwegian Shuttle ASA
IMPORTANT INFORMATION
This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements, and was prepared by Tore Østby, Investor Relations at Norwegian Air Shuttle ASA, tel. +47 995 46 400.
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.
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