NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
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Oslo, Norway - 3 June 2025
The Norwegian state, represented by the Norwegian Ministry of Trade, Industry and Fisheries (the “Seller”), has retained Nordea Bank Abp, filial i Norge, and Pareto Securities AS as joint managers and joint bookrunners (together referred to as the “Managers”) to explore a potential block sale of existing shares (the “Offering”) in Norwegian Air Shuttle ASA (the “Company”).
On 21 May 2025, the Company completed a buy-back of NOK 640,403,733 of its outstanding FRN perpetual subordinated convertible bond (the “CB Buy-Back”), with a total nominal value of NOK 1,501,015,057 (the “CB”), from certain bondholders at a price equal to approx. 140% of the nominal value of the CB. In connection with the announcement of the CB Buy-Back, the Company also exercised its call option to redeem the remaining NOK 860,611,324 of the CB (the “CB Call”) at a price equal to 103% of the nominal value of the CB with repayment date on 11 June 2025. As a response to the CB Call, certain bondholders chose to convert NOK 780,107,416 of the CB into 83,078,529 shares in the Company (the “CB Conversion”). The remaining NOK 80,503,908 of the CB may still be converted into approx. 8,573,366 shares in the Company before the repayment date in the CB Call. The Seller originally held NOK 1,231,638,153 of the CB. However, the Seller tendered NOK 615,819,077 of the CB in the CB Buy-Back (50% of its original holding) and converted its remaining NOK 615,819,076 of the CB in the CB Conversion (50% of its original holding) resulting in an ownership of 65,582,436 shares in the Company which equals approx. 6.26% of the shares outstanding.
The Seller is contemplating selling up to 65,582,436 shares in the Company (the “Offer Shares”) which equals up to approx. 6.26% of the shares outstanding. The Seller reserves the right, in its sole discretion, to amend the number of Offer Shares sold or to sell no Offer Shares at all. If the demand and price in the Offering is satisfactory, the Seller may thus sell its entire shareholding in the Company. The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK.
The bookbuilding period in the Offering will commence immediately following the publication of this announcement (3 June 2025) and will close on 4 June 2025 at 08:00 CEST. The Managers may, in their sole discretion, extend, shorten or close the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended, shortened or closed, the other dates referred to herein may be changed accordingly.
The Offering is expected to be priced and allocated before 09:00 CEST on 4 June 2025 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The Offer Shares will be tradable on Euronext Oslo Børs (main regulated list on the Oslo Stock Exchange) from T.
The Seller will enter into a 45-day customary lock-up with the Managers, applicable from completion of the Offering, comprising any shares the Seller holds in the Company which are not sold as part of the Offering.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from the prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
The Seller will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Seller in connection with the Offering.
For more information about the Offering please contact one of the Managers:
Nordea Bank Abp, filial i Norge:
+47 22 48 77 15
Pareto Securities AS:
+47 22 87 87 50
Important Notices:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Seller believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond their control.
By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
