Reference is made to the stock exchange announcement by Flyr AS (the "Company") on 10 November 2022 regarding (i) the successfully placed private placement of 25,000,000,000 new shares with a subscription price of NOK 0.01 to raise gross proceeds of NOK 250 million (the "Private Placement"), (ii) the subsequent offering of up to NOK 100 million with a subscription price of NOK 0.01, and (iii) the allocation of independent subscription rights with a subscription price of NOK 0.01 to participants in the Private Placement and the subsequent offering to raise up to NOK 350 million (together, the "November Financing Plan").
In connection with the Private Placement the Company communicated that it was dependent on raising further capital from the November Financing Plan by the end of Q1 2023 to pay the Emission Trading System quotas (EU ETS) in April 2023 and to ramp-up for the coming spring and summer based on the Company's business plan and market assumptions.
Following completion of the Private Placement the share price of the Company has traded considerably below the subscription price of the November Financing Plan, which meant that succeeding with the November Financing Plan became increasingly unlikely. As such, the Company had to consider alternatives to secure its financial needs.
The Company's management and board of directors have worked intensively to achieve a viable long-term solution for the Company's operations, which would strengthen the business plan of the Company and increase the chances to raise the necessary liquidity to sustain operations. In cooperation with its financial advisors, the Company has explored a number of different alternatives, including increased wet lease operations and other strategic alternatives.
Due to the global shortfall in available aircraft, the Company experienced stronger than expected demand for wet lease and charter operations. In mid-December 2022 the Company initiated discussions with a European airline regarding a wet lease arrangement for the production of 6 aircraft for the summer season 2023, with commencement at the end of March 2023. A wet lease agreement for 6 aircrafts with a reputable partner would considerably de-risk the business case and improve the chances of succeeding with a new financing plan.
The commercial terms of a wet lease agreement for 6 aircraft with a European airline was agreed in principle on 23rd December 2022, but due to the uncertainty of the November Financing Plan, signing of the agreement was made conditional on the Company securing further financing.
The evaluation done by the Company and its financial advisors was that this wet lease agreement, which would have secured the income and a profitable operation for 50% of the Company’s fleet for the entire period from the end of March to the end of October 2023, would significantly increase the probability of successfully implementing a new financing plan to replace the November Financing Plan that at this point appeared unlikely to succeed.
In order to be ready to perform its obligations under the wet lease agreement commencing in March 2023, the Company had to reverse some of the liquidity preserving measures it had planned and implemented, as the wet lease agreement was considered instrumental in securing the new financing plan that would address both the short term and long-term funding requirements of the Company.
After discussions with the Company's financial advisors Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS (the "Managers") the Company authorised the Managers to seek to establish an underwriting consortium for a rights issue to raise up to NOK 330 million, to fulfil the conditions for signing of the wet lease agreement and replenish the company’s cash position.
In spite of the de-risking of the investment case, and the support from several key shareholders, the Managers have not yet been able to raise the sufficient market underwriting, even though a rights issue would be expected to take place at a discount to the theoretical ex-rights share price following the capital raise. Market conditions and continued uncertainty with regards to airline travel and earnings through 2023 have deterred investors from committing capital for the required period of time, in spite of the Company’s wet lease opportunities and improving tickets sale. Underwriting, or the support for a private placement, has been sought on a confidential basis, since a non-underwritten share issue would have been insufficiently robust given the Company’s short term financial commitments. Due to the unsuccessful process to underwrite a rights issue or carry out a private placement, the Company is now in a critical short term liquidity situation.
The Company and the Board will continue its efforts to explore solutions for the Company, including exploring whether there are feasible alternatives to secure continued operations, and will revert with further information as and when appropriate. There is, however, no guarantee that a solution that would create a meaningful shareholder value for the current shareholders will be found.