Reference is made to the Norwegian Air Shuttle ASA (the “Company”) FRN perpetual subordinated convertible bond loan with ISIN NO 0010996440, ISIN NO 0010996432, ISIN NO 0011157331 and ISIN NO 0011157356 in the outstanding amount of NOK 1,819,249,058 (the “New Capital Perpetual Bonds”).
Pursuant to the bond terms, the New Capital Perpetual Bonds with ISIN NO 0010996440 in the aggregate amount of NOK 1,738,293,310 can be converted into shares from the date falling on the second anniversary of the issue date (the “Ordinary Conversion Bonds”). The New Capital Perpetual Bonds with ISIN NO 0010996432 in the aggregate amount of NOK 54,687,951 are convertible into shares from the issue date, being 26 May 2021 (the “Early Conversion Bonds”). The New Capital Perpetual Bonds with ISIN NO 0011157331 and NO 0011157356 in the aggregate amount of NOK 26,267,797 can be converted into shares from the date falling on the second anniversary of the issue date (the “PIK Bonds”).
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The Ordinary Conversion Bonds and the Early Conversion Bonds were issued as a part of the capital raise being prescribed under the scheme of arrangement for the financial restructuring of the Company and certain of its Irish subsidiaries, which was implemented on 26 May 2021 through an Irish examinership process and a Norwegian reconstruction process. For further details, please see the stock exchange announcement on 11 March 2021, 3 May 2021 and 26 May 2021. The PIK Bonds were issued on 1 December 2021 as payment in kind for interest accrued on the Ordinary Conversion Bonds and the Early Conversion Bonds in the interest period ending 1 December 2021.
The Company has received conversion notices from bondholders representing NOK 15,000,000 Early Conversion Bonds, which pursuant to standard terms set out in the bond terms are convertible into 1,597,444 new shares in the Company.
Following the conversion, the Company has New Capital Perpetual Bonds in issue in the nominal amount of NOK 1,804,249,058, of which NOK 1,738,293,310 constitute Ordinary Conversion Bonds, NOK 39,687,951 constitute Early Conversion Bonds and NOK 26,267,797 constitute PIK Bonds. The remaining New Capital Perpetual Bonds may be converted into approximately 192.1 million shares in the Company at a conversion price of NOK 9.39, subject to anti-dilution provisions.
The Company’s share capital is increased by NOK 159,744.40 by issue of 1,597,444 shares. The capital increase pertaining to the conversion of the Early Conversion Bonds has today been registered in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company’s new share capital is NOK 93,158,718.30 divided into 931,587,183 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.
For further information, please contact:
Jesper M. Hatletveit, Investor Relations at Norwegian Air Shuttle ASA, tel +47 906 64 401
Fornebu, 17 February 2023
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 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.
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