NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,SOUTH AFRICA ,NEW ZEALAND ,JAPAN ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH 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 announcements ofNorwegian Air Shuttle ASA (the "Company" or "NAS", and together with its subsidiaries, the "Group") dated12 April 2021 wherein the judge of the Oslo Byfogdembete approved the Scheme for an exit of the Reconstruction process. Subject to completion of the Restructuring Proposal and based on the Scheme, the voluntary restructuring inMay 2020 , the Company has since end of fourth quarter 2019 reduced total debt by approximatelyNOK 62 to 65 billion and eliminated aircraft orders of approximatelyNOK 85 billion in aggregated value. Total liabilities post restructuring are estimated to be in the range ofNOK 16 to 20 billion and on the basis of a fleet of 51 aircraftNOK 6 to 7 billion in aircraft related debt. The Company has previously indicated an overall capital raise ofNOK 4.5 to 5.0 billion as part of the Restructuring Proposal (the "Capital Raise"). Based on the current uncertainty related to re-opening of societies due to the Covid-19 pandemic, feedback from investors, the Board of Directors of the Company have chosen to be conservative and increase the Capital Raise to a minimumNOK 4.5 billion up toNOK 6.0 billion , including a New Capital Perpetual Bonds with gross proceeds of up toNOK 1,875 million and a Rights Offering directed to the shareholders as of the record date with gross proceeds of up toNOK 400 million . The blended issue price in the Capital Raise will be set to maximumNOK 6.99 per share. Depending on the amount of new capital raised, the new investors in the Capital Raise, by investing in equity and/or the New Capital Perpetual Bonds, will hence receive approximately 70.0 - 75.7 per cent of the post-Restructuring share capital with the shares held by existing shareholders diluted to approximately 4.6 - 3.7 per cent. Unsecured creditors may recover through participation in the proposed capital raise comprising (i) a pro rata cash payment from a "pool" to be distributed among unsecured creditors and customer creditors (ii) a convertible debt claim with 7 year maturity and NIBOR +1% interest ("Dividend Claims"). The Dividend Claims will on certain terms and conditions be convertible in aggregated into shares representing a minimum 20.6 up to 25.4 per cent of the Company's share capital following the Restructuring and the proposed capital raise. Certain cornerstone investors who have provided long term support to the Restructuring and Capital Raise in times of significant uncertainty have, subject to certain terms and conditions, undertaken to subscribe for and will be allocated shares for a total amount ofNOK 2,855 million in the Private Placement. In addition, current creditors of Norwegian have already expressed an interest to participate in the Capital Raise with an amount of at leastNOK 1,800 million in the New Perpetual Bonds. The Company expect the Capital Raise to commence on or about10 May 2021 after approval of the Prospectus by NFSA with a target closing on or about26 May 2021 .Seabury Securities ltd serves as Lead financial restructuring advisor onNorwegian Air Shuttle's restructuring as well as financial advisor on the airline capital raise.DNB Markets , a part ofDNB Bank ASA acts as Global Coordinator for the Capital Raise. For more information, please contact:Geir Karlsen , CFO, phone +47 916 08 332 Press contact:Esben Tuman ,SVP External Communications , phone +47 905 08 400 Fornebu,14 April 2021 Norwegian Air Shuttle ASA Important information The release is not for publication or distribution, in whole or in part directly or indirectly, in or intoAustralia ,Canada , the Hong Kong Special Administrative Region Of The People's Republic Of China,South Africa ,New Zealand ,Japan orthe United States (including its territories and possessions, any state ofthe United States and theDistrict of Columbia ). 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, tel +47 995 46 400. 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, inthe 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 inthe 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 inthe United States or to conduct a public offering of the securities inthe United States . Copies of this announcement are not being made and may not be distributed or sent intoAustralia ,Canada , theHong Kong Special Administrative Region ofthe People's Republic of China ,South Africa ,New Zealand ,Japan orthe United States . 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 theEuropean Parliament and of the Council of14 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.Seabury Securities Ltd andDNB Markets , a part ofDNB Bank ASA 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.
Click here for more information
© Oslo Bors ASA, source