Reference is made to the stock exchange announcement from Norwegian Air Shuttle ASA (the “Company”) dated 27 April 2020, regarding the details of the restructuring plan and the potential public offering of new shares (the “Offer Shares”) to raise gross proceeds of up to NOK 400 million (the “Offering”) and the minutes from the extraordinary general meeting held on 4 May 2020 (the “EGM”) approving the Offering. The board of directors of the Company (the “Board”) has now resolved the terms of the Offering.
The offer price per Offer Share in the Offering is set to NOK 1.00 (the “Offer Price). The Company will offer up to 571,428,571 Offer Shares, each with a par value of NOK 0.10, to raise gross proceeds of NOK 300 - 400 million in the Offering.
Certain holders of the Company’s convertible bond have entered into subscription letters with the Company that commit such bondholders to subscribe for Offer Shares in the Offering at the Offer Price for the NOK equivalent of USD 10.115 million, subject to certain terms and conditions to be described in the Prospectus (as defined below). The pre-commitment from such bondholders satisfies the condition in the convertible bond resolution whereby the write-down of the value of the convertible bonds will be 77 percent instead of 80 percent, as further described in said resolution.
Timeline and application period:
The application period for the Offering is expected to commence at 09:00 hours (CEST) on 6 May 2020 and close at 16:30 hours (CEST) on 14 May 2020, subject to timely approval of the Prospectus (as defined below). The Company, in consultation with the Managers (as defined below), reserves the right to shorten or extend the application period. An extension or shortening of the application period can be made one or several times, provided, however, that in no event will the application period be shortened to end prior to 16:30 hours (CEST) on 7 May 2020 or extended beyond 16:30 hours (CEST) on 29 May 2020. In the event of a shortening or an extension of the application period, the allocation date, the payment due dates, the dates of delivery of Offer Shares and other dates related to the Offering may be changed accordingly.
The final number of Offer Shares sold in the Offering is expected to be announced through a stock exchange notice on or about 15 May 2020.
The Offering will consist of:
(i) an institutional offering (the “Institutional Offering”), in which Offer Shares will be offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from any prospectus and registration requirements, and (c) investors in the United States who are QIBs (as defined in Rule 144A under the U.S Securities Act) in transactions exempt from registration requirements under the US Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,000,000, and
(ii) a retail offering (the “Retail Offering”), in which Offer Shares will be offered to the public in Norway, subject to an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit. All offers and sales outside the United States will be made in compliance with Regulation S of the U.S. Securities Act.
Mechanism of allocation:
The Company will seek to provide preferred allocation of minimum 50 percent of the Offer Shares that are issued in the Offering to shareholders of the Company (in the applicant’s name) as of 30 April 2020 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") on 5 May 2020 pursuant to the two days' settlement procedure), except for such shareholders who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. However, the Offering is not a rights offering, shareholders’ preferential rights are deviated from and preferred allocation may not be achieved or made to the fullest extent. Further, the Company will seek to provide preferred allocation of combined minimum 25 percent of the Offer Shares that are issued in the Offering to (i) holders of bonds in the bond loans NAS07, NAS08, NAS09 and the Company's convertible bond as registered as such in the VPS on 30 April 2020, except for such bondholders who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action, and (ii) lease debt creditors that have committed to convert lease debt for conversion shares in the Company, except for such creditors who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Eligible creditors must submit proof of holdings in the relevant bond loan and a completed application form (including its annex) in order to benefit from this preferred allocation. The Company will grant preferred allocation to the pre-subscribing eligible bondholders in an amount of NOK 50 million. Such preferred allocation may, depending on the amount of other subscriptions with preferred allocation, in whole or in part be allocated from the last 25 percent portion of the Offering not reserved for allocation to eligible shareholders and eligible creditors.
The full terms and conditions of the Offering will be included in the prospectus expected to be approved by the Norwegian Financial Supervisory Authority (the “Prospectus”) on 5 May 2020. The Prospectus and the application form for the Offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.norwegian.no, www.abgsc.no, www.dnb.no/emisjoner and www.danskebank.no/nas from 09:00 hours (CEST) on 6 May 2020.
Conditions for completion:
Completion of the Offering is subject to certain conditions which will be described in the Prospectus.
ABG Sundal Collier ASA, Danske Bank, Norwegian branch and DNB Markets, a part of DNB Bank ASA, are acting as managers in the Offering (the “Managers”).