Norse Atlantic ASA: The Extraordinary General Meeting has resolved to issue the new shares in the Private Placement

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Arendal, 8 April 2021: Norse Atlantic ASA (the “Company”) refers to the announcement from the Company on 26 March 2021 regarding the successful placing of a private placement (the "Private Placement") and the announcement today by Oslo Børs to approve the Company's application for listing of its shares on Euronext Growth Oslo. An extraordinary general meeting of the Company has today resolved to issue the 63,750,000 new shares in the Private Placement. The extraordinary general meeting also resolved to (i) authorise the board to issue up to an additional 6,250,000 shares, only to be used in connection with potential exercise of a "greenshoe option" issued to the Managers of the private placement (as further explained in the above referred announcement from the Company), (ii) provide the board with a general authorisation to issue up to 7,375,000 shares (corresponding to 10% of the total number of issued shares in the Company post the Private Placement), (iii) provide the board with an authorisation to purchase up to 7,375,000 treasury shares, only to be used for purposes in accordance with section 5 of the Company's articles of association (EEA Ownership Provisions), and (iv) to elect Terje Bodin Larsen (Chairman), Bjørn Kjos (board member) and Aase Mikkelsen (board member) as new board of directors of the Company to take effect from listing of the Company on Euronext Growth Oslo.

Following registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises, there will be in total 73,750,000 shares in issue in Norse Atlantic ASA, each with a nominal value of NOK 3.

The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 12 April 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the New Shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

Pareto Securities AS as Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company's shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted in accordance with the principles of section 3-12 of the Norwegian securities trading act dated 29 June 2007 no. 75 (as amended) (the "Norwegian Securities Trading Act") and the EC Commission Regulation 2273/2003 and regarding buy-back programmes and stabilisation of financial instruments, as well as, to the extent applicable, article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the shares.

The first day of trading on Euronext Growth Oslo is expected to be on or about 12 April 2021.


Arctic Securities AS, Pareto Securities AS and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in respect of the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Norse Atlantic, while Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.

For further information, please contact:

James Lightbourn, CFO

+1 (804) 313 0375

Ben Boiling, VP Finance

+47 912 40 945

About Norse Atlantic ASA:

Norse Atlantic Airways is a new innovative airline serving the low-cost, intercontinental market between popular European and US destinations with a fleet of modern, fuel-efficient and more environmentally friendly Boeing 787 Dreamliners. Established in February 2021 and with its shares expected to be admitted to trading on Euronext Growth Oslo in April 2021, Norse Atlantic expects to be taking-off with its first flight in December 2021. For more information, visit

Important Notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended 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 (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 for 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.

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", "expect", "anticipate", "strategy", "intends", "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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither of the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange release was published by Ben Boiling, VP Finance, Norse Atlantic ASA, on 8 April 2021 at 11:45 CET.