Flyr AS (the "Company") has today entered into a strategic marketing agreement with TV 2 Invest AS ("TV 2 Invest") (the "Agreement").
Pursuant to the Agreement, TV 2 Invest shall subscribe for shares in the Company for an amount of NOK 10 million and the Company has undertaken to purchase marketing services from TV 2 Invest at a significant discount for a corresponding amount, to be shown on TV 2 AS' marketing platforms, from 1 April 2022 to 31 December 2022. The parties also have an intention to discuss cooperation on other marketing opportunities.
On this background, the board of directors of the Company has today resolved to issue 11,528,440 new shares to TV 2 Invest at a subscription price per share of NOK 0.86742, which corresponds to the volume weighted average share price of the Company's shares on 17 March 2022, less 10%. The new shares are issued pursuant to the board authorization to increase the Company's share capital in connection with, inter alia, strategic and financial partnerships granted by the Company's extraordinary general meeting on 4 January 2022.
After the resolution by the board of directors to issue the new shares, the Company's new resolved share capital is NOK 849,372.668 divided on 424,686,334 shares, each with a nominal value of NOK 0.002.
Issuance of the new shares entails a deviation of existing shareholders' preferential rights. The board has considered the private placement of new shares in light of the equal treatment obligations the Company is subject to, and deems that the share issuance is in compliance with these requirements. The board considers that the Agreement with TV 2 Invest is a strategic and financial arrangement to the benefit of all shareholders, as it provides the Company with marketing services at a significant discount. Moreover, the new shares are issued at a subscription price with a limited discount (10%) to market price and the new shares represent a limited portion of the Company's existing share capital (2.79%). Based on this, the board believes that the Agreement including the private placement directed towards TV 2 Invest is in the common interest of the Company and its shareholders.