Reference is made to the "Terms of Dividend Claims" for Norwegian Air Shuttle
ASA (the "Company") dated 11 March 2021 (the "Dividend Claim Terms") relating to
the dividend claims (the "Dividend Claims") representing part of the dividends
approved by (i) the scheme of arrangement under the Irish examinership commenced
by the presentation of a petition on 18 November 2020 for the Company and
certain of its Irish subsidiaries as formulated by the examiner of the Company
pursuant to section 534 of the Irish Companies Act 2014 and (ii) the
reconstruction plan under the Norwegian reconstruction negotiations (Nw.
rekonstruksjonsforhandling) in respect of the Company pursuant to section 23 of
the Norwegian Temporary Reconstruction Act (Nw. rekonstruksjonsloven) commenced
by service of a petition dated 8 December 2020. For further details, please see
previously published stock exchange notices.
Capitalised terms used but not defined in this notice shall be given the meaning
given to such term in the Dividend Claim Terms.
Pursuant to the Dividend Claim Terms, the Company shall, in conjunction with the
Overseer, calculate and make available the Conversion Price for the conversion
of the Dividend Claims to shares in the Company on the Conversion Price
Determination Date (being today).
The Conversion Price shall be calculated using the below formula in accordance
with the Dividend Claim Terms:
CP is the initial Conversion Price;
C is the aggregate nominal amount of Dividend Claims outstanding as of the
Conversion Price Determination Date; and
S is 233,548,229.
The aggregate nominal amount of Dividend Claims outstanding as of the Conversion
Price Determination Date is NOK 2,020,841,449.27. Consequently, the Conversion
Price for conversion of the Dividend Claims to shares in the Company will be NOK
The Independent Verification Statement from the Overseer is posted together with
Pursuant to the Dividend Claim Terms, all Dividend Claims, other than Dividend
Claims in respect of which the relevant Creditor has delivered a Conversion
Opt-out Notice or a Structured Sale Opt-out Notice within the Opt-out Deadline
(being 22 July 2021), shall be converted to shares in the Company on the
Structured Sale Conversion Date (being 26 July 2021). Any Dividend Claims in
respect of which a Creditor has delivered a Structured Sale Opt-out Notice
within the Opt-out Deadline will be converted to new shares in the Company on
the No-Sale Conversion Date (being the earlier of (a) a date to be determined by
the Company and communicated to the Conversion Agent no later than five (5)
Business Days prior to its occurrence, such date to fall promptly following the
completion of the Structured Sale Process and (b) the date falling three (3)
months after the commencement of the Structured Sale Process).
Fornebu 19 July 2021
Norwegian Air Shuttle ASA
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 and the Market Abuse Regulation (MAR) Article
17 no. 1, and was prepared by Tore Østby, Investor Relations at Norwegian Air
Shuttle ASA, tel. +47 995 46 400.
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) or in any other jurisdiction where such publication or
distribution is unlawful. 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.
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