Havila Kystruten AS:   Havila Kystruten AS: Revised Refinancing Plan – Contemplated Private Placement - 19% Index Increase in Government Contract

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Reference is made to the stock exchange announcement dated 31 May 2023 regarding a contemplated EUR 390 million senior secured first lien bond issue by Havila Kystruten AS ("Havila Kystruten" or the "Company" and, together with its subsidiaries, the "Group"). Following constructive dialogue with potential bond investors, potential equity investors and different stakeholders, the Company is pleased to announce a revised refinancing plan consisting of a private placement raising the NOK equivalent of approximately EUR 65 million (the "Private Placement") and a senior secured first lien bond issue of EUR 325 million by the Company's subsidiary Havila Kystruten Operations AS (the "Bond Issue"). Completion of the Private Placement and the completion of the Bond Issue are mutually conditional.

The Company is furthermore pleased to announce that its long term government contract has been index adjusted with approximately 19% from 2024, which means an increase of NOK 65 million per year, and a substantial boost to the Company’s cash flow.

The Bond Issue
The Company has, as previously announced, mandated Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge as joint bookrunners (jointly the "Managers"), to arrange a series of fixed income investor meetings.

The contemplated Bond Issue will be a 3-year senior secured first lien bond issue of EUR 325 million. The proceeds from the Bond Issue will be used to refinance all of the existing indebtedness of the group and to fund the final yard installment of Havila Polaris and Havila Pollux, both of which are ready for delivery from the Tersan Shipyard.

The Private Placement
The Company has also mandated the Managers to advise on and effect the Private Placement which will consist of new ordinary shares in the Company (the "New Shares"), raising gross proceeds of the NOK equivalent of approximately EUR 65 million. The offer price ("Offer Price") is NOK 1.10 per share and has been determined through discussions with potential cornerstone investors in a confidential pre-sounding phase of the transaction. The number of New Shares to be issued will be determined by the Company's board of directors (the "Board") in consultation with the Managers following an accelerated bookbuilding process.

The proceeds from the Private Placement will be used to repay certain credit issued by the Tersan yard, making payment of delivery instalments to Tersan, as well as to cover operational expenses and transactional costs.

Havila Holding AS (the Company's largest shareholder owning 60.42%) has pre-committed to subscribe for and will be allocated New Shares for the NOK equivalent of EUR 40 million. In addition, cornerstone investors have committed to subscribe for the NOK equivalent of EUR 25 million. The cornerstone investors who are already shareholders of the Company will be allocated full allocation of New Shares up to their respective pro rata shareholding in the Company. Cornerstone investors who have committed to subscribe for more than their pro rata portion will receive an underwriting fee in the amount of NOK 0.10 for each New Shares committed in excess of the pro rata portion.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.

The application period for the Private Placement commences today, on 19 June 2023 at 16:30 CEST, and is expected to close no later than 20 June 2023 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the application period is shortened or extended, other dates referred to herein may be changed correspondingly.

Allocation of the New Shares in the Private Placement will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Settlement is subject to any shortening or extensions of the bookbuilding period and satisfaction of the Conditions (as defined below).

Completion of the Private Placement is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of an extraordinary general meeting ("EGM") expected to be held on 27 June 2023. Following such EGM, the Managers will pre-pay the total subscription amount in the Private Placement for investors other than Havila Holding AS (being the number of New Shares allocated to investors other than Havila Holding AS, multiplied by the Offer Price) in order to facilitate delivery-vs-payment settlement, however, the allocated New Shares will not be delivered to, nor will they be tradable by, the relevant applicant before the registration of the share capital increase pertaining to the issuance of the New Shares has taken place.

The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time available to secure financing for delivery of vessels from Tersan, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 19 June 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated New Shares in the Private Placement, (ii) were offered participation in the pre-sounding for 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. Launch of a Subsequent Offering will require approval by the EGM of the Company and may also require publication of a prospectus to be prepared by the Company. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering.

Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge are acting as Managers for the Private Placement and the Bond Issue. Wikborg Rein Advokatfirma AS and Advokatfirmaet Thommessen AS are acting as legal counsel to Havila Kystruten AS and the Managers, respectively.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange announcement was published by Arne Johan Dale, CFO of Havila Kystruten AS, on 19 June 2023 at 17:40 CEST.

Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

Contacts:

CEO Bent Martini, +47 905 99 650
CFO Arne Johan Dale, +47 909 87 706