Arendal, 25 November 2022: Reference is made to the stock exchange announcement published by Norse Atlantic ASA (the «Company«) on 25 November 2022 regarding the successful completion of a conditional private placement of 120,000,000 new shares in the Company at a subscription price of NOK 2.5 (the «Offer Price«), raising gross proceeds of NOK 300,000,000 (approximately USD 30 million) (the «Private Placement«), and a proposed subsequent share offering of up to 60,000,000 new shares at the Offer Price (the «Subsequent Offering«).
The Company has, subject to completion of the Private Placement, approval by an extraordinary general meeting (the «EGM«, expected to be held on or about 9 December 2022) and certain other conditions, resolved to carry out the Subsequent Offering. The Subsequent Offering will consist of up to 60,000,000 new shares which, subject to applicable securities law, will be directed towards existing eligible shareholders in the Company as of 24 November 2022 (as registered with the VPS two trading days thereafter) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Company’s board of directors and the EGM and a resolution by the EGM to grant the Company’s board of directors an authorisation to issue the new shares in the Subsequent Offering, (iii) prevailing market price of the Company’s shares, including the trading price of the Company’s shares exceeding the Offer Price and (iv) the approval and publication of an offering prospectus approved by the Financial Supervisory Authority of Norway, which will be issued as soon as practical following completion of the Private Placement. The subscription period for the Subsequent Offering will commence as soon as possible following the publication of such prospectus. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering.
In accordance with the continuing obligations for companies listed on the Euronext Growth Oslo, the following key information is given with respect to the Subsequent Offering:
- Date of announcement of terms: 24 November 2022
- Last trading day including right to receive subscription rights: 24 November 2022
- First trading day excluding right to receive subscription rights: 25 November 2022
- Record date: 28 November 2022
- Date of approval: on or about 9 December 2022
- Maximum number of new shares to be issued: up to 60,000,000 shares
- Subscription price: NOK 2.5
For further information, please contact:
Ben Boiling, Chief Financial Officer
Phone: +47 912 40 945
Email: ben.boiling@flynorse.com
About Norse
Norse is a new airline that offers affordable fares on long-haul flights, primarily between Europe and the United States. The company was founded by CEO and major shareholder Bjørn Tore Larsen in March 2021. Norse has a fleet of 15 modern, fuel-efficient and more environmentally friendly Boeing 787 Dreamliners that will serve destinations including New York, Los Angeles, Fort Lauderdale, Orlando, Oslo, London, Berlin and Paris. The company’s first flight took off from Oslo to New York on June 14, 2022.
This information is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Growth Oslo.
IMPORTANT INFORMATION
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. 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.
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 in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to «qualified institutional buyers» as defined in Rule 144A under the Securities Act.
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 «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 (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.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 Company believe 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. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
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 of the Company.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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