Norse Atlantic ASA: Mandatory notification of trades and disclosure of share lending
Arendal, 3 November 2023: Reference is made to the stock exchange announcement by Norse Atlantic ASA ("Norse" or the "Company") earlier today (the "Announcement") regarding the successful completion of a private placement raising gross proceeds of approximately NOK 612 million (equal to approx. USD 55 million) (the "Private Placement") at a price per share of NOK 11.00 (the "Offer Price"). All terms used in this notice shall have the meaning ascribed to such terms in the Announcement.
To facilitate delivery-versus-payment settlement to investors in the Private Placement, B T Larsen & Co Limited ("B T Larsen") has lent existing shares to the Managers pursuant to a share lending agreement as further detailed in the Announcement. B T Larsen is controlled by Zulu Holding Ltd which in turn is wholly owned by the Company's CEO, Bjørn Tore Larsen.
Prior to completion of the Private Placement, B T Larsen holds 13,211,089 shares in the Company (representing approximately 19.9% of the issued share capital and votes). To facilitate the settlement of Offer Shares in Tranche 1, B T Larsen has lent 9,978,161 shares to the Managers. During the term for the share loan, and prior to the redelivery (as described below), B T Larsen's shareholding in the Company will be reduced to 3,232,928 shares, equivalent to approximately 4.9% of the issued share capital and votes. Consequently, B T Larsen has fallen below the 5% threshold pursuant to section 4-2 (1) and (3) of the Norwegian Securities Trading Act.
Based on the Board Authorization, the Board has resolved to issue the 9,978,161 Offer Shares in Tranche 1, all of which will be subscribed by the Managers and, once issued, redelivered to B T Larsen as settlement of shares borrowed in relation to settlement of Tranche 1.
Upon exercise of the Managers' share lending option in relation to settlement of Offer Shares in Tranche 2, if applicable, relevant changes in B T Larsen's shareholding will be published in a separate stock exchange announcement.
Furthermore, Anders Hall Jomaas, CFO, has been allocated 4,829 shares in Tranche 1 of the Private Placement.
See the enclosed forms for further details about the transactions.
For further information, please contact:
Investors: CFO, Anders Jomaas, Anders.Jomaas@flynorse.com
Media: SVP Communications, Philip Allport, philip.allport@flynorse.com
About Norse
Norse Atlantic Airways is an airline that offers affordable fares on long-haul flights, primarily between Europe and the United States. The company was founded by CEO and major shareholder Bjørn Tore Larsen in March 2021. Norse has a fleet of 15 modern, fuel-efficient and more environmentally friendly Boeing 787 Dreamliners that serve destinations including New York, Los Angeles, Orlando, Boston, Washington, Boston, Jamaica, Barbados, Bangkok, Miami, Oslo, London, Berlin, Rome and Paris. The company's first flight took off from Oslo to New York on June 14, 2022.
This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3 and section 4-3 of the Norwegian Securities Trading Act.