March 23, 2022 – Norwegian Air Shuttle ASA (the “Company”) is contemplating a buy-back of the zero-coupon senior unsecured NOK 3,758,929,711 bond issue maturing 30.09.2026 (Retained Claims Bonds with ISIN NO0010996457).
DNB Markets is acting as Manager of the buy-back. The buy-back will be conducted as a “Reverse Dutch Auction”, where the Company, through the Manager, will receive offers for desired volume(s) at desired price(s) for sale from bondholders on a confidential basis. The Company reserves the right to accept any volume up to an accepted price, or to reject all received offers in the contemplated buy-back.
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Eligible bondholders are hereby invited to provide offers for sale of all or a portion of their bonds through submission of the attached bondholders offer form (the “Bondholders Offer Form”). The Company is contemplating a total buy-back volume of up to NOK 50,000,000 at a price equivalent to a maximum of 66.000% of par. Due date for submission is 16:00 CEST, March 29, 2022. Prior to 09:00 CEST, March 30, 2022, the Company will decide upon the highest Buy-Back Price (the “Buy-Back Price”) the Company accepts and consequently the total amount of bonds to be purchased, if any.
All bondholders with offers equaling the Buy-Back Price or lower will receive the Buy-Back Price on allocated amounts up to the amounts offered within the accepted maximum price. The Company may in its sole discretion reduce the number of Bonds to be acquired on a pro rata basis for Bonds offered at the Buy Back Price. Cash settlement is set to April 5, 2022. The acquired bonds will be cancelled following settlement.
The Company will only accept offers from bondholders or beneficial owners (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended) and who is outside the United States. Other offer and distribution restrictions apply, as further set out in the Bondholders Offer Form.
All submissions of Bondholders Offer Form are to be sent by e-mail to DNB Markets no later than 16:00 CEST, March 29, 2022. Contact details:
E-mail: bond.syndicate@dnb.no
Tel: +47 24 16 90 30
The Company may, in its sole discretion, waive, extend, terminate, withdraw or increase the size of the buy-back at any time. Any prospective changes to this offer will be announced on www.stamdata.com.
Information about Norwegian Air Shuttle ASA, including company financials and stock exchange releases, can be found on the Company’s investor relation website (https://www.norwegian.no/om-oss/selskapet/investor-relations/).
Please see Bondholders Offer Form attached.
For further information, please contact:
Jesper M. Hatletveit, Investor Relations at Norwegian Air Shuttle ASA
Tel: +47 906 64 01
Fornebu, 23 March 2022
Norwegian Air Shuttle ASA
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) 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 the Market Abuse Regulation (MAR) Article 17 no. 1 and section 5-12 of the Norwegian Securities Trading Act, and was prepared by Jesper M. Hatletveit, Investor Relations at Norwegian Air Shuttle ASA, tel. +47 906 64 401. 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.
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