Reference is made to the “Terms of Dividend Claims” for Norwegian Air Shuttle ASA (the “Company”) dated 11 March 2021 (the “Dividend Claim Terms”) relating to the dividend claims (the “Dividend Claims”) representing part of the dividends approved by (i) the scheme of arrangement under the Irish examinership commenced by the presentation of a petition on 18 November 2020 for the Company and certain of its Irish subsidiaries as formulated by the examiner of the Company pursuant to section 534 of the Irish Companies Act 2014 and (ii) the reconstruction plan under the Norwegian reconstruction negotiations (Nw. rekonstruksjonsforhandling) in respect of the Company pursuant to section 23 of the Norwegian Temporary Reconstruction Act (Nw. rekonstruksjonsloven) commenced by service of a petition dated 8 December 2020. For further details, please see previously published stock exchange notices.
Capitalised terms used but not defined in this notice shall be given the meaning given to such term in the Dividend Claim Terms.
…
Vis børsmeldingen
Pursuant to the Dividend Claim Terms, all Dividend Claims, other than Dividend Claims in respect of which the relevant Creditor has delivered a Conversion Opt-out Notice or a Structured Sale Opt-out Notice within the Opt-out Deadline, shall be converted to shares in the Company on the Structured Sale Conversion Date.
Consequently, Dividend Claims in an amount of NOK 821,851,373.84 have been converted to 94,961,294 new shares in the Company. Such shares will be sold by ABG Sundal Collier and DNB Markets pursuant to the Structured Sale Process with the net proceeds thereof to be distributed to the Structured Sale Creditors in due course, as further set out in and in accordance with the Dividend Claims Terms.
The Company’s share capital is increased by NOK 9,496,129.40 by issue of the above mentioned new shares. The increase pertaining to the conversion of the relevant Dividend Claims has today been registered in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company’s new share capital is NOK 80,229,666.20 divided into 802,296,662 shares, each with a nominal value of NOK 0.10.
Issuance of the new shares in the VPS is expected to take place later today.
Dividend Claims in an approximate amount of NOK 1.1 billion will be converted to approximately 125 million additional new shares in the Company (No-Sale Conversion Shares) and issued to No-Sale Creditors on or about the No-Sale Conversion Date in accordance with the Dividend Claims Terms. After such conversion has been completed no further new shares in the Company will be issued as a result of conversion of Dividend Claims to shares. Approximately NOK 120 million of Dividend Claims will remain outstanding after the No-Sale Conversion Date, subject however to any Additional Dividend Claims being acknowledged in accordance with the Dividend Claim Terms after the date hereof.
Fornebu 27 July 2021
Norwegian Air Shuttle ASA
Important information
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 and 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. 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.
Kilde
