Norse Atlantic ASA: Successful completion of private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Arendal, 3 November 2023: Reference is made to the stock exchange announcement by Norse Atlantic ASA ("Norse" or the "Company") today (the "Announcement") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"). The Company is pleased to announce that the Private Placement has been successfully placed. Following strong demand, the offer size of the Private Placement has been increased from the NOK equivalent of USD 45 million to USD 55 million (equal to approx. NOK 613 million), through the allocation of 55,690,500 Offer Shares (conditionally in respect of Tranche 2 as described below) at a fixed price per Offer Share of NOK 11.00 (the "Offer Price").
The Private Placement has been managed by Pareto Securities AS and SpareBank 1 Markets AS (together, the "Managers").
The net proceeds to the Company from the Private Placement will be used to improve the liquidity through the shoulder and winter season, until such time as the revenue generated from the seasonally stronger summer program bookings are collected, as well as for general corporate purposes.
BT Larsen & Co Ltd ("B T Larsen") (the second largest shareholder currently directly owning approximately 19.9% of the outstanding shares in the Company) had pre-committed to subscribe for NOK 150 million in the Private Placement, however, due to the strong demand in the Private Placement, BT Larsen was scaled back to its pro-rata share of the upsized Private Placement which equals an allocation of approximately NOK 122 million. Scorpio Holdings Limited ("Scorpio") (the largest shareholder currently directly owning approximately 20.5% of the outstanding shares in the Company) had pre-committed to subscribe for, and was allocated, approximately NOK 150 million in the Private Placement.
The Private Placement is divided in two tranches: A first tranche consisting of 9,978,161 Offer Shares ("Tranche 1"), which equals the maximum number of shares the board of directors (the "Board") may issue pursuant to the authorization granted by the annual general meeting in the Company on 15 June 2023 (the "Board Authorization"), and a second tranche consisting of 45,712,339 Offer Shares ("Tranche 2"), to be issued by the EGM (as defined below).
B T Larsen and Scorpio will receive their entire allocation of Offer Shares in Tranche 2. Allocations of Offer Shares to other applicants are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis.
Settlement of Offer Shares in Tranche 1 is expected to take place on or about 8 November 2023, and settlement of Offer Shares in Tranche 2 is expected to take place on or about 29 November 2023, subject to a resolution by the EGM. Delivery of the Offer Shares allocated in Tranche 1 of the Private Placement will, in order to facilitate delivery-versus-payment ("DVP") settlement, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Expand Oslo, pursuant to a share lending agreement between B T Larsen, the Company and the Managers. Delivery of the Offer Shares allocated in Tranche 2 will, in order to facilitate DVP settlement, be made through a combination of: (i) delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Expand Oslo, pursuant to a share lending agreement between B T Larsen and Scorpio, the Company and the Managers and (ii) through a pre-payment agreement between the Company and the Managers (the "Pre-Payment Agreement"). The Offer Shares allocated to applicants in Tranche 1 will be tradable from notification of allocation, and the Offer Shares allocated to applicants (other than to B T Larsen and Scorpio, as further described below) in Tranche 2 will thus be tradeable subject to a resolution by the EGM to issue the Offer Shares in Tranche 2 and registration of the share capital increase pertaining to the Offer Shares in Tranche 2 by the Norwegian Register of Business Enterprises (the "NRBE"). A portion of the new shares to be redelivered and of the Offer Shares to be issued to B T Larsen and Scorpio in Tranche 2 will be issued on a separate ISIN, and will not be tradable on Euronext Expand Oslo until a prospectus has been approved by the Financial Supervisory Authority of Norway and published by the Company.
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, will be delivered to B T Larsen as settlement of shares borrowed in relation to settlement of Tranche 1.
For purposes of, inter alia, resolving to issue the Offer Shares in Tranche 2, to be subscribed by the Managers and, once issued, delivered to the applicants and/or B T Larsen and Scorpio as settlement of shares borrowed in relation to settlement of Tranche 2, and, if applicable, to authorize the Board to issue new shares in the Subsequent Offering (see below), the Board has resolved to call for an extraordinary general meeting in the Company to be held on 27 November 2023 (the "EGM"). The notice to the EGM will be published in a separate stock exchange announcement on or about 6 November 2023.
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed. The Company reserves the right in its sole discretion to cancel Tranche 2 if the relevant conditions (set out in the Announcement) are not fulfilled, including the resolution by the EGM to issue the Offer Shares in Tranche 2. If Tranche 2 is not completed (e.g. due to non-approval by the EGM), applicants will not be delivered Offer Shares in Tranche 2 and the Company will only receive the gross proceeds for the issue of the 9,978,161 new shares issued under the Board Authorization in Tranche 1.
Following registration of the new share capital pertaining to the issuance of the Offer Shares in Tranche 1, the Company will have a share capital of NOK 382,496,200.00 divided into 76,499,240 shares, each with a par value of NOK 5. Following registration of the new share capital pertaining to the issuance of the Offer Shares in Tranche 2, subject to the resolution by the EGM, the Company will have a share capital of NOK 611,057,895.00 divided into 122,211,579 shares, each with a par value of NOK 5.
In connection with the Private Placement, 6-month lock-ups have been agreed for the Company's management and the Board, subject to customary exemptions. The Company's shareholders B T Larsen and Scorpio have also agreed to a 6-month lock-up period in connection with the Private Placement, subject to customary exemptions.
Applicants who have been allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote in favour of, or give a voting proxy to be used in favour of, the approval of the Private Placement and abovementioned corporate resolutions at the EGM.
The Private Placement has been considered by the Board in light of the equal treatment obligations under the STA 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. The issuance of the Offer Shares is carried out as a private placement in order to improve the liquidity through the shoulder and winter season, until such time as the revenue generated from the seasonally stronger summer program bookings are collected, as well as for general corporate purposes. By structuring the equity raise as a private placement, the Company is able to efficiently raise the necessary capital for the abovementioned purposes. The Company has also conducted an investor pre-sounding process with existing and new investors to obtain the best possible terms for the Private Placement, including a market-based offer price. In addition, the Company has received pre-commitments from the pre-committing investors to reduce transaction risk. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider to propose to carry out the Subsequent Offering directed towards shareholders who were not participating in the Private Placement (see details below). Finally, the Private Placement and ancillary corporate resolutions, including the issuance of the Tranche 2 Offer Shares, are subject to approval by the EGM, at which the Company's shareholders will be given an opportunity to express their opinion and vote over the related share capital increase. On the basis of the above, and an assessment of the current equity markets as advised by the Managers, the Company's need for funding, deal execution risk and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.
Subject to completion of the Private Placement and certain other conditions (as described below), the Board has resolved to carry out a subsequent offering of up to 9,100,000 new shares at the Offer Price (the "Subsequent Offering"), which, if applicable and subject to applicable securities law, will be directed towards existing eligible shareholders in the Company as of 3 November 2023 (as registered with the VPS two trading days thereafter, the "Record Date") who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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.
Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including a resolution by the EGM to authorise the Board to issue the new shares in the Subsequent Offering, (iii) prevailing market price of the Company's shares, including the trading price of the Company's shares exceeding the Offer Price and (iv) the approval and publication of a prospectus, which will be issued as soon as practical following completion of the Private Placement. The subscription period for the Subsequent Offering (if applicable) will commence as soon as possible following the publication of a prospectus. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering.
A separate stock exchange notice will be made on key information for the Subsequent Offering.
Legal advisors
Wikborg Rein Advokatfirma AS acts as legal counsel to the Company, and Advokatfirmaet Wiersholm AS acts as legal counsel to the Managers in connection with the Private Placement.
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 considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to the STA section 5-12.
This stock exchange release was published by Ben Boiling 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 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.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
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 Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement 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 Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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.