WOW air hf. – Notice of a written procedure to be distributed to bondholders next week

Reykjavik, Iceland – March 9, 2019 

Reference is made to previous announcements concerning the ongoing negotiations between the shareholders of WOW air hf. (“WOW”) and Indigo Partners LLC (“Indigo”). Although no agreement has been reached, the parties continue to work in good faith towards closing an investment as soon as practicable following successful completion of due diligence and satisfaction of other conditions precedent pursuant to a Share Purchase Agreement (the "Share Purchase Agreement") to be entered into between an SPV formed and controlled by Indigo Partners (the "Indigo Investor") and the shareholders of WOW.

As previously disclosed, although no agreement has been reached, the parties are working to close the investment whereby the Indigo Investor will acquire some of the shares in WOW (the "Purchase") and the Indigo Investor contemplates issuing a new super senior convertible loan to WOW to fund the recovery of its business. In the aggregate, Indigo’s investment, assuming successful due diligence, structuring and documentation would be for an amount up to USD 90 million.

A condition precedent for the Purchase, is that certain amendments and waiver shall be made in relation to the terms and conditions for the Company’s up to up to EUR 100,000,000 Senior Secured Floating Rate Bonds 2018/2021 with ISIN: NO0010832785 (the "Bonds").

On December 14th 2018 the Company published a notice of written procedure to the bondholders based on the status of the negotiations with Indigo at the time. The Company thanks the bondholders for their cooperation to date and on January 18th the request was successfully concluded. However, as the negotiations have taken longer than anticipated and as the initial request was formalized early in the negotiation process the basis for the initial request has now changed. Therefore, and following further due diligence work during the past weeks, additional and amended requests have now been added to the terms for the proposed investment, including the requirement for the reduction in the principal amount of the Bonds in addition to other changes to the terms of the Bonds.

Other changes to the terms of the investment include the cancellation of the subordinated loan from the current shareholder and lower implied pre-money valuation of the Company. The proposed valuation is structured so that the current shareholders retained holding and value of sold shares will depend on the recovery of the business over the next three years and at the low end of the range is zero.

The Company has on the date hereof given instructions to Nordic Trustee & Agency AB (publ), being the agent under the Bonds, to distribute a written procedure in the next week, in order to request that the bondholders among other things (i) consent to the release of the security over the shares in the Company, (ii) approve certain amendments of the terms and conditions as further set out in the notice of written procedure, and (iii) waive all defaults under the Bonds.

On 2 November 2018, the Company issued share warrant instruments (the "Warrants"). It is also a condition for the completion of the Purchase that the Warrants are cancelled and the Company does therefore intend to offer the warrant holders to cancel their warrants.

The Written Procedure and Warrant Cancellation processes must be completed before March 25th. The Company therefore respectfully requests that bondholders submit their votes prior to this date in spite of the formal procedure deadline.

For more information, please visit WOW’s website at or contact:
Svanhvit Fridriksdottir, SVP Communications
Mail: | Tel: +354 6959359
This information is information that WOW air hf. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 10:10 GMT on March 9, 2019.