The company has Tuesday afternoon announced a contemplated private placement of shares with gross proceeds of up to NOK 1,300 million by issuing new ordinary shares in the Company. Additional capital will boost competitiveness and protect existing and future investments in a market characterized by higher oil prices and fluctuating currencies. The company is now positioning itself for the final stages of a strong growth period that has lasted for several years and will reach its peak by the second quarter of 2018.
Norwegian will arrange a conference call with CEO Bjørn Kjos and acting CFO Tore Østby tomorrow at 10am CET. Login details will be shared in due time.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement published by Norwegian Air Shuttle ASA (the “Company”) earlier today. The Company has engaged Arctic Securities AS, Carnegie AS, Danske Bank, Norwegian Branch and Pareto Securities AS as Joint Lead Managers (together the "Managers") to advise on and effect a contemplated private placement of shares with gross proceeds of up to NOK 1,300 million by issuing new ordinary shares in the Company (the “Private Placement”), each with a nominal value of NOK 0.10 (the “New Shares”). The Private Placement consists of two separate tranches; one tranche with up to 2,950,963 New Shares in the Company (“Tranche 1”) and a second tranche with up to the number of New Shares that corresponds to a total transaction size (both tranches) of up to NOK 1,300 million (“Tranche 2”). The net proceeds from the Private Placement will strengthen the Company’s balance sheet and ensures substantial buffer to the bond covenant of NOK 1,500 million in equity requirement, and will otherwise be used for general corporate purposes.
HBK Holding AS, the Company’s largest shareholder, currently owning directly and indirectly approximately 26.4% of the current share capital, has pre-subscribed for its pro rata share of the Private Placement. In addition, the Private Placement has obtained significant support from the existing shareholder base.
The Private Placement will be directed towards existing shareholders and other Norwegian and international investors in each case subject to an exemption from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions (except for the listing prospectus requirements set out below).
The subscription price in the Private Placement (the "Subscription Price") will be determined through an accelerated book-building process to be conducted by the Managers. The application period for the Private Placement will commence today, 20 March 2018 at 16:30 hours CET and is expected to close on 21 March 2018 at 08:00 hours CET. The Company, together with the Managers, reserves the right to at any time and in its sole discretion resolve to close or to extend the application period or to cancel the Private Placement in its entirety. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Allocation of the New Shares will be determined at the end of the book-building process. The final allocation will be made at the Company's Board of Directors' (the "Board") sole discretion, where the Board will focus on criteria such as (but not limited to), timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality, investment horizon and existing shareholding in the Company.
The completion of Tranche 1 is subject to approval by the Board pursuant to an authorisation given by the Company’s annual general meeting held on 9 May 2017. The completion of Tranche 2 is subject to the approval by an extraordinary general meeting in the Company (the “EGM”) to be called for shortly after the conditional allocation in the Private Placement. Existing shareholders being allocated shares in the Private Placement undertake to vote in favour of Tranche 2. Further to this, the completion of the Private Placement is conditional upon the New Shares having been fully paid and legally issued (together with the conditions for Tranche 1 and Tranche 2 referred to as the “Conditions”).
The Company will announce the result of the Private Placement, the number of shares allocated in Tranche 1 and Tranche 2 and the Subscription Price in the Private Placement through an announcement expected to be published before opening of trading on Oslo Børs tomorrow, 21 March 2018.
Settlement for Tranche 1 is expected to be on or about 23 March 2018 (DVP, t+2) while settlement in Tranche 2 is expected to occur shortly after the EGM. Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between Danske Bank, Norwegian Branch, the Company and HBK Holding AS. The shares delivered to the subscribers will thus be tradable upon delivery. The share loan will be settled with New Shares in the Company. The New Shares delivered to HBK Holding AS in Tranche 2 will be issued on a separate ISIN and will not be tradable on Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published, expected during May 2018.
The contemplated Private Placement involves the setting aside of the shareholders’ preferential rights to subscribe for the New Shares. The Board is of the opinion that the Private Placement will allow for the Company to raise capital more quickly and, at a lower discount compared to a rights issue. Furthermore, the Board is of the opinion that, in the current market, a private placement has a larger possibility of success compared to a rights issue.
Subject to successful completion of the Private Placement, the Company will consider to carry out a subsequent offering at the same price per share as the Subscription Price. The further details of such subsequent offering will be announced separately.
The Board has considered the Private Placement and the intended subsequent repair offering in the light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed transactions are in compliance with these requirements.
A market update presentation can be found at Norwegian’s webpages: https://www.norwegian.no/om-oss/selskapet/investor-relations/
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Tore Østby, Acting CFO, Phone: +47 9954 6400
Stine Klund, Investor Relations Officer, Phone: +47 986 99 259
Lasse Sandaker-Nielsen, VP Communications, Phone: +47 45 45 60 12
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
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 assumes 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.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.