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1 September 2021. 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. Furthermore, reference is made to the stock exchange announcement from the Company dated 27 July 2021 regarding the Structured Sale Process of shares on behalf of the Structured Sale Creditors. 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 described in the “Proposals for a Scheme of Arrangement” published by the Company on 11 March 2021.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA (together the “Managers”) have been engaged to sell up to 94,961,294 existing shares in the Company (the “Structured Sale Shares”) on behalf of the Structured Sale Creditors. The Structured Sale Shares represent 11.84% of the share capital in the Company.
The Structured Sale Process will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements and other selling restrictions.
The offer price for the Structured Sale Shares will be determined through an accelerated bookbuilding process. The bookbuilding period will commence immediately following the publication of this announcement and will close at 2 September 2021 at 08:00 CEST. The Managers reserve the right at any time in their sole discretion to close or extend the bookbuilding period. If the bookbuilding period is extended, the other dates referred to herein will be extended accordingly. The final offer price will be determined by the Managers in their sole discretion on behalf of the Structured Sale Creditors. A further announcement will be made following pricing of the shares in the placing. The Managers, on behalf of the Structured Sale Creditors, reserve the right, at their own discretion, to sell fewer shares or no shares at all.
The minimum order and allocation amount have been set to the NOK equivalent of EUR 100,000. The Managers may, however, in their sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements set forth in the Prospectus Regulation (EU) 2017/1129, the Norwegian Securities Trading Act and ancillary regulations are available.
The allocated Structured Sale Shares are expected to be settled on or about 6 September 2021, on a delivery-versus-payment basis.
The net proceeds from the Structured Sale Process will be distributed to the Structured Sale Creditors in due course, in accordance with the Dividend Claim Terms.
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 Claim Terms. The “No-Sale Conversion Date” means the earlier of:
(a) a date to be determined by the Obligor and communicated to the Conversion Agent no later than five (5) Business Days prior to its occurrence, such date to fall promptly following the completion of the Structured Sale; and
(b) the date falling three (3) months after the commencement of the Structured Sale.
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. Dividend Claims in an approximate amount of NOK 120 million 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.
For further information, please contact:
ABG Sundal Collier: +47 22 01 60 11
DNB Markets: +47 24 16 90 20
The information in this stock exchange notice is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important Notice
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Managers or any of their affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
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