NORSE ATLANTIC ASA: SECURED USD 15 MILLION INVESTMENT IN A COMBINATION OF EQUITY AND LOAN AND EXTENDED MATURITY OF EXISTING SHAREHOLDER LOAN
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Arendal, 29 November 2024: Norse Atlantic ASA (the "Company") is pleased to announce that it has secured approx. USD 15 million (equivalent to approx. NOK 165.8 million) in new capital through an equity and debt investment by its founding shareholder, B T Larsen & Co Ltd ("BTLCo"). The investment consists of a private placement of new shares directed towards BTLCo raising gross proceeds of NOK 96,392,880 (equivalent to approx. USD 8.7 million) (the "Private Placement"), and a shareholder loan of approx. USD 6.3 million (equivalent to approx. NOK 69.4 million) provided by BTLCo (the "Shareholder Loan"). The aggregate net capital made available to the Company from the Private Placement and the Shareholder Loan will be used for general corporate purposes.
Terje Bodin Larsen, the Company's Chairman of the board of directors, comments: "We are pleased to announce the approx. USD 15 million investment by BTLCo as a basis to execute on the Company's revised business model. The investment demonstrates the commitment and belief by the Company's founding shareholder in our new strategy, to be less dependent on variable revenue by subleasing part of our fleet at favourable terms providing fixed revenue. The value of our assets is evidenced by the conditioned longer-term ACMI/wet lease agreement covering the full capacity of six aircraft, as further detailed in the Company's stock exchange notice published earlier today."
The Private Placement
In the Private Placement, as resolved by the Company's board of directors (the "Board") based on an authorisation granted by the Company's general meeting on 14 June 2024, BTLCo subscribes for 19,278,576 new shares (the "Private Placement Shares") at a subscription price of NOK 5.00 per share (the "Subscription Price"), representing a premium of approx. 30% compared to the closing price of the Company's shares on Euronext Expand yesterday (28 November 2024) at NOK 3.845. The total subscription amount for the Private Placement Shares is NOK 96,392,880 (equivalent to approx. USD 8.7 million). The Private Placement Shares will, following their issuance, represent approx. 13.0% of the Company's outstanding shares. BTLCo will in aggregate following completion of the Private Placement hold 43,549,801 shares representing in total 29.46% of the total share capital of the Company. Separate statutory disclosures will be made.
The Shareholder Loan
The Shareholder Loan is structured as a USD 6.3 million revolving credit facility. The Shareholder Loan is issued on corresponding market terms as the existing Facility (as defined below), and any drawn amounts are to be repaid on or before 31 December 2025. Amounts drawn under the Shareholder Loan will carry interest at a rate of 15% per annum. A commitment fee of 4.5% per annum will apply on any undrawn part of the Facility. The Shareholder Loan and the Facility will include customary cross default provisions, as well a dividend covenant until repayment of the loans.
Extended maturity date for existing shareholder loan
The maturity date for the existing USD 20 million credit facility provided by BTLCo and Scorpio Holdings Limited (the "Facility") has been agreed extended from 15 December 2024 to 31 March 2026. The head terms of the Facility, as detailed in the stock exchange announcements on 12 April 2024 and 15 October 2024, remain unchanged.
Equal treatment considerations – Subsequent Offering
The Private Placement entails a deviation from the shareholders' pre-emptive rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited Companies Act. The Board has diligently considered the deviation from the shareholders' pre-emptive rights to be in the best interest of the Company and its shareholders. Moreover, the Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Securities Trading Act section 5-14, section 2.1 of the Oslo Rule Book II, and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines.
In reaching these conclusions, the Board emphasized that the Private Placement will provide the Company with immediate secured funds to execute on its business plan. Furthermore, the Subscription Price is well above the highest and average trading price of the Company's shares since the beginning of July 2024, and therefore, based on the current market price, the Private Placement does not result in financial dilution for the Company's existing shareholders. Alternative structures to the Private Placement have been considered.
To facilitate equal treatment, hereunder to limit the dilutive effect of the Private Placement and provide shareholders who did not participate in the Private Placement the opportunity to subscribe for shares at the same price, the Board proposes that a subsequent offering (the "Subsequent Offering") is carried out by the issuance of up to 82,800,000 new shares, at the same subscription price as in the Private Placement, which equals up to NOK 414 million in gross proceeds, directed at shareholders of the Company as per 28 November 2024 (as registered with the VPS two trading days thereafter), except for BTLCo, who are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering. Over-subscription with subscription rights, as well as subscription without subscription rights, will not be permitted in the Subsequent Offering. The subscription period for the Subsequent Offering will commence following the approval and publication of an offering prospectus, expected during Q1 2025. The Subsequent Offering provides the Eligible Shareholders with a delayed investment decision (on equal terms) which is beneficial for the Eligible Shareholders.
The Subsequent Offering is subject to, inter alia, completion of the Private Placement, relevant corporate resolutions (including necessary resolutions by the Company's extraordinary general meeting), prevailing market price and traded volume of the Company's shares, and approval of a prospectus. Further information on any Subsequent Offering will be provided in a separate stock exchange release. The Board reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advisors
Pareto Securities AS and SpareBank 1 Markets AS are acting as financial advisors and Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with the Private Placement and the Shareholder Loan.
For further information, please contact:
Investors: CFO, Anders Hall Jomaas, Anders.Jomaas@flynorse.com
Media: Communications Manager, Christina Carare, christina.carare@flynorse.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and the Norwegian Securities Trading Act section 5-12.
This stock exchange announcement was published by Christina Carare on the time and date provided.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of Pareto Securities AS and SpareBank 1 Markets AS (the "Managers") or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
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Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the a potential Subsequent Offering. They will not regard any other person as their respective clients in relation to the Subsequent Offering and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Subsequent Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.