Havila Kystruten AS: Successful Completion of Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Reference is made to the stock exchange announcement dated 19 June 2023 regarding Havila Kystruten AS' ("Havila Kystruten" or the "Company" and, together with its subsidiaries, the "Group") revised refinancing plan, contemplated private placement of new shares (the "Private Placement") and index increase under its Government contract.

Following close of the bookbuilding period for the Private Placement, the Company is pleased to announce that the Private Placement has been successfully completed and that its Board of Directors (the "Board") has allocated a total of 688,900,543 shares (the "New Shares") at a subscription price per share of NOK 1.10 (the "Offer Price"), raising NOK757,8 million (EUR 65 million) in gross proceeds. The placement was oversubscribed by existing shareholders and new investors.

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.

Completion of the Private Placement by delivery of New Shares to the investors being allocated the New Shares is subject to (i) completion by Havila Kystruten Operations AS of the contemplated 3-year senior secured first lien bond issue in the amount of EUR 325 million (the "Bond Issue"), (ii) the corporate resolutions of the Company required to implement the Private Placement, including a resolution by an extraordinary general meeting ("EGM") expected to be held on 27 June 2023 to increase the share capital of the Company by the issuance of the New Shares and to authorize the Board to resolve the Subsequent Offering (as hereinafter defined), and (iii) the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE") and the New Shares being validly issued and registered in the VPS. Following the 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 these investors, multiplied by the Offer Price) in order to facilitate delivery-vs-payment settlement. 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 in the NRBE.

Notification of conditional allocation, including settlement instructions, are expected to be distributed by the Managers on or about 20 June 2023, with settlement on or about 29 June 2023.

The following persons discharging managerial responsibilities ("PDMRs") and close associates to PDMRs have been allocated the following number of New Shares in the Private Placement at the same price as other investors: Havila Holding AS, a company under the control of the Company's chairman Per Sævik and the directors Hege Sævik Rabben, Njål Sævik and Vegard Sævik, has been allocated 423,036,363 New Shares. Following the transaction, Havila Holding AS will own 468,144,696 shares in the Company representing approx. 61,3% of the issued share capital after completion of the Private Placement.

The Board will propose to the EGM that the Board is being authorized to carry out a subsequent offering (the "Subsequent Offering") of up to 60,000,000 shares at a subscription price equal to the Offer Price raising gross proceeds of up to NOK 66,000,000 to its existing shareholders as of close of trading 19 June 2023, as subsequently recorded in the VPS on 21 June 2023, who (i) were not allocated New Shares in the Private Placement, (ii) were not 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. Over-subscription will be allowed in the Subsequent Offering, but subscription without subscription rights will not be allowed.

The Board, together with the Company's management and the Managers, has considered various transaction alternatives for the refinancing of the Group. Based on an overall assessment, considering inter alia the need for funding, time available to secure financing for delivery of vessels from Tersan, costs, and risk related to alternative methods of the securing the desired refinancing, the Board has on the basis of careful considerations decided that the Private Placement in combination with the Bond Issue is the alternative that best protects the Company's and the shareholders' joint interests. By structuring the equity raise as a private placement with a subsequent offering, the Company was able to raise capital in an efficient manner with significantly lower completion risks compared to a rights issue. Thus, the deviation from the shareholders preemptive rights inherent in a private placement is considered necessary.

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 23:59 CEST.

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

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.