Norwegian Air Shuttle ASA : (NAS) - Commencement of the subscription period for the rights issue and the application period for the private placement

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER
TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NO ONE SHOULD
PURCHASE ANY SECURITIES IN NORWEGIAN AIR SHUTTLE ASA (THE "COMPANY") EXCEPT ON
THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY THE COMPANY IN
CONNECTION WITH THE OFFERING. COPIES OF THE PROSPECTUS ARE AVAILABLE, SUBJECT TO
CERTAIN EXCEPTIONS, THROUGH THE WEBSITE OF THE COMPANY AND THE MANAGERS.


Reference is made to the stock exchange announcements of Norwegian Air Shuttle
ASA (the "Company" or "NAS") dated 3 May 2021 regarding the contemplated capital
raise of up to NOK 6,000 million (the "Capital Raise") and 6 May 2021 regarding
the approval and publication of the prospectus comprising of a summary, a
securities note and a registration document, all dated 6 May 2021, in connection
with the Rights Issue and the Private Placement (as defined below)
(collectively, the "Prospectus").

The Capital Raise will comprise of:

(i)	an offering of new capital perpetual bonds raising gross proceeds of up to
NOK 1,875 million (the "New Capital Perpetual Bonds"), 
(ii)	a rights issue raising gross proceeds of up to NOK 395 million (the "Rights
Issue"), and 
(iii)	a private placement of new shares (the "Private Placement") limited to an
amount so that the total gross proceeds from the Capital Raise will not exceed
NOK 6,000 million. 

Certain cornerstone investors having provided long term support to the
restructuring and the Capital Raise in times of significant uncertainty have
undertaken to subscribe for and will be allocated shares for a total amount of
NOK 2,855 million in the Private Placement. The Company has also received
subscriptions from certain Eligible New Capital Perpetual Bonds Creditors for an
amount exceeding NOK 1,875 million.


Subscription period:
The subscription period for the Rights Issue and the application period for the
Private Placement will commence today on 7 May 2021 and expire at 16:30 hours
(CEST) on 21 May 2021 (jointly, the "Subscription Period").

Offer price:
The offer price in the Rights Issue and the Private Placement (the "Offer
Price") is set to NOK 6.26 per offer share.

Allocation of subscription rights in the Rights Issue:
The shareholders of the Company as of 4 May 2021 (and being registered as such
in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 6
May 2021 pursuant to the two days' settlement procedure (the "Record Date"))
(the "Existing Shareholders"), have been granted subscription rights (the
"Subscription Rights") in the Rights Issue that provide preferential rights to
subscribe for, and be allocated, offer shares in the Rights Issue (the "Rights
Issue Offer Shares") at the Offer Price.

Each Existing Shareholder has been granted three (3) Subscription Rights for
every two (2) existing shares registered as held by such Existing Shareholder as
of the Record Date. Each Subscription Right will, subject to applicable law,
give the right to subscribe for, and be allocated, one Rights Issue Offer Share.
Over-subscription and subscription without Subscription Rights is permitted.

The grant or purchase of Subscription Rights and the subscription of Rights
Issue Offer Shares by persons resident in, or who are citizens of countries
other than Norway, may be affected by the laws of the relevant jurisdiction. For
a further description of such restrictions, reference is made to Section 6 in
the securities note of the Prospectus.

Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 7 May 2021 to 16:30 hours (CET) on 19 May 2021 under the ticker code
"NAST". The Subscription Rights will hence only be tradable during part of the
Subscription Period.

Subscription Rights that are not used to subscribe for Rights Issue Offer Shares
before the expiry of the Subscription Period or sold before 16:30 (CET) on 19
May 2021 will have no value and will lapse without compensation to the holder.

Prospective investors should note that there is significant uncertainty related
to the value of the Subscription Rights. In particular, it should be noted that
(i) the Rights Issue is conditional, and that no assurance can be made that the
Rights Issue will be completed, (ii) the Private Placement, which is of a
significant size, is carried out in parallel with the Rights Issue, which may
have an impact on the market for trading in the Subscription Rights, including
the Existing Shareholders' ability to sell their Subscription Rights and the
price for any such trades.

Further, if the Rights Issue is withdrawn, all Subscription Rights will lapse
without value, any subscriptions for, and allocations of, Rights Issue Offer
Shares that have been made will be disregarded and any payments for Rights Issue
Offer Shares made will be returned to the subscribers without interest or any
other compensation. The lapsing of Subscription Rights will be without prejudice
to the validity of any trades in Subscription Rights, and investors will not
receive any refund or compensation in respect of Subscription Rights purchased
in the market. For a further description of the risks related to the Rights
Issue and the Private Placement, reference is made to Section 1 of the
securities note of the Prospectus.

Subscription procedure for the Rights Issue: 
In order to subscribe for Rights Issue Offer Shares, investors need to complete
the subscription form, and submit it to one of the subscription offices as set
out in the Prospectus by 16:30 hours (CET) on 21 May 2021. Subject to regulatory
restrictions in certain jurisdictions, the Prospectus and the subscription form
for the Rights Issue may be downloaded from:
- www.norwegian.com/uk/about/company/investor-relations/capital-raise/ 
- www.dnb.no/emisjoner
- www.abgsc.com
 
Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Rights Issue Offer Shares are encouraged to do
so through the VPS online subscription system (or by following the link on
www.norwegian.com/uk/about/company/investor-relations/capital-raise/,
www.dnb.no/emisjoner or www.abgsc.com which will redirect the subscriber to the
VPS online subscription system).

Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Rights Issue.

Private Placement
The Private Placement will comprise an offering of up to 958,466,453 new shares
(the "Private Placement Offer Shares") at an offer price of NOK 6.26 per Private
Placement Offer Share, limited however so that the total gross proceeds from the
Capital Raise does not exceed NOK 6,000 million. Assuming that the Rights Issue
is fully subscribed at approximately NOK 395 million, and that NOK 1,875 million
is raised by issuance of New Capital Perpetual Bonds, the Company accordingly
expect to issue up to 595,869,048 new shares in the Private Placement, raising
gross proceeds of approximately NOK 3,730 million.

The Private Placement will comprise: 

(i)	an institutional offering (the "Institutional Offering"), in which Private
Placement 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 2,500,000, and

(ii)	an offering directed towards Eligible Private Placement Creditors (as
defined in the proposals for a scheme of arrangement for and exit of the
examinership process and the reconstruction process as further described in the
Company's stock exchange announcement dated 11 March 2021 (the "Restructuring
Proposal")) of the Company (the "Eligible Private Placement Creditor Offering")
subject to an upper limit per application of 50% of the relevant Eligible
Private Placement Creditor's Relevant Portion (as defined in the Restructuring
Proposal) (i.e. maximum NOK 1,250,000 for creditors with a Claim of NOK
2,500,000).

Eligible Private Placement Creditors applying for Private Placement Offer Shares
in the Eligible Private Placement Creditor Offering must apply in the same
name(s) as registered in the Company's register of Creditors as at 10 May 2021
(the "Eligible Creditors Record Date") and using (i) an application form
specified for the Eligible Private Placement Creditor Offering (the "Eligible
Creditor Offering Application Form"), and (ii) a unique identification code as
allocated to each Creditor (the "Application Code"), which will be distributed
by the Company on or about 7 May 2021 to each Creditor (to the extent e-mail
addresses are available) in order to qualify for allocation of Private Placement
Offer Shares in the Eligible Private Placement Creditor Offering. Eligible
Creditors that wishes to participate in the Eligible Private Placement Creditor
Offering and that have not received an e-mail with their unique Application Code
by 10 May 2021, must contact DNB Markets at [e-mail]. Only
applications in the Eligible Private Placement Creditor Offering that are
submitted in accordance with the procedures as set out in the Prospectus, using
an Eligible Creditor Offering Application Form and including such Eligible
Creditor's Application Code will be accepted. Applications in the Eligible
Creditor Offering that are not submitted in accordance with the procedures as
set out in the Prospectus may be discarded without notice to the applicant and
without any liability of the Company or the Managers (as defined below).

Further information about the Private Placement, including trading restrictions
and the subscription procedure for the Institutional Offering and the Eligible
Private Placement Creditor Offering, can be found in section 4 of the securities
note of the Prospectus

Listing and commencement of trading in the offer shares:
Subject to satisfaction of the conditions for completion of the Rights Issue and
the Private Placement, the Company expects that the share capital increase
pertaining to the Rights Issue and the Private Placement will be registered with
the Norwegian Register of Business Enterprises on or about 26 May 2021 and that
the offer shares allocated in the Private Placement and the Rights Issue will be
delivered to the VPS accounts of the subscribers to whom they are allocated on
or about 27 May 2021 for the Institutional Offering, and on or about 28 May 2021
for the Rights Issue and the Eligible Private Placement Creditor Offering. The
offer shares are expected to be tradable on the Oslo Stock Exchange from and
including 27 May 2021.

Conditions for completion:
Completion of the Capital Raise is subject to the Effective Time (as defined in
the Restructuring Proposal), and thereby the effectiveness of the Restructuring
Proposal, occurring upon registration of the share capital increase pertaining
to the Rights Issue and the Private Placement and the issuance of convertible
loans pertaining to the New Capital Perpetual Bonds with the Norwegian Register
of Business Enterprises, which is, inter alia, conditional upon the Company
raising minimum NOK 4,500 million through the Capital Raise. 

In order to provide for prompt registration of the share capital increase in the
Company relating to the issuance of the Rights Issue Offer Shares and the
Private Placement Offer Shares with the Norwegian Register of Business
Enterprises, DNB Markets, a part of DNB Bank ASA is, subject to certain
conditions, expected to enter into an agreement with the Company to prefund such
shares allocated in the Rights Issue and the Private Placement. 

Subject to fulfilment of the terms and conditions for completion of the Capital
Raise, the Rights Issue Offer Shares and the Private Placement Offer Shares are
expected to be issued on or about 26 May 2021, which accordingly and subject to
completion of the Capital Raise will be the effective date of the Restructuring
Proposal.

Managers:
DNB Markets, a part of DNB Bank ASA, is acting as Sole Global Coordinator and
Joint Bookrunner for the Capital Raise and ABG Sundal Collier ASA is acting as
Joint Bookrunner (jointly the "Managers"). Seabury Securities ltd serves as
financial advisor for the Capital Raise. Advokatfirmaet BAHR AS is acting as
legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as legal
counsel to the Managers.

For more information, please contact: 

Geir Karlsen, Chief Financial Officer, phone: [phone] 


This release is an announcement issued pursuant to legal information obligations
and is subject of the disclosure requirements pursuant to the Market Abuse
Regulation (MAR) Article 17 no. 1, and was prepared by Tore Østby, Investor
Relations at Norwegian Air Shuttle ASA, tel [phone].



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. 

In any EEA Member State, other than Norway, the information is only addressed
to, directed at and the securities may only be offered to, qualified investors
in that Member State within the meaning of  Article 2 (e) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on
prospectuses to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC
(as amended) as implemented in any Member State .

This announcement is only directed at (a) persons who are outside the United
Kingdom; or (b) investment professionals within the meaning of Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or
(d) persons to whom any invitation or inducement to engage in investment
activity can be communicated in circumstances where Section 21(1) of the
Financial Services and Markets Act 2000 does not apply.

Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
Member State. Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus, if a prospectus is published. Copies of any such
prospectus will, following publication, be available from the Company's
registered office and, subject to certain exceptions, on the websites of the
Managers.
 
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. 

The Managers are acting for the Company and no one else in connection with the
offering 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 offering and/or any other matter referred to in this release. 

Forward-looking statements: 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. No assurance can
be given that such expectations will prove to have been correct. The Company
disclaims any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

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