Norse Atlantic ASA: Contemplated fully underwritten private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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, 24 November 2022: Norse Atlantic ASA ("Norse" or the "Company") has engaged Pareto Securities AS and SpareBank 1 Markets AS as joint bookrunners (jointly the "Managers") to advise on and effect a contemplated underwritten private placement of 120,000,000 new ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 300 million (approximately USD 30 million) (the "Offer Size") (the "Private Placement"). The subscription price per Offer Share in the Private Placement will be at a fixed price of NOK 2.50 (the "Offer Price"). In addition, the Company's board of directors (the "Board") intends to propose a subsequent offering towards existing shareholders not participating in the Private Placement (the "Subsequent Offering").
The net proceeds from the Private Placement will be used to maintain a targeted cash buffer following a requirement from UK air authorities to invest USD 46 million for use only by the Company's wholly owned UK Subsidiary Norse Atlantic UK, in order to enable Norse to operate and increase the number of flights operating from the UK (specifically London Gatwick) to the US, as well as for general corporate purposes.
The Offer Price has been determined by the Board in discussions with the Managers following a pre-sounding of the Private Placement with selected wall-crossed existing and new investors.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) to investors in the United States who are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions.
The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. However, the Company may, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent permitted by applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act (the "STA") and ancillary regulations. Further selling restrictions and transaction terms will apply.
The application period in the Private Placement will commence on 24 November 2022 at 16:30 CET and close on 25 November 2022 at 08:00 CET. The Company and Managers may at their sole discretion extend or shorten the application period at any time for any reason with short or no notice. If the application period is extended or shortened, the other dates referred to herein may be amended accordingly. Subject to successful completion of the application process for the Private Placement, the Company will announce the final number of Offer Shares placed in a stock exchange notice expected to be published before the opening of trading on Euronext Growth Oslo tomorrow, 25 November 2022.
BT Larsen & Co Ltd (the largest shareholder currently directly owning 12.82% of the Company), has pre-committed to subscribe for NOK 203 million in the Private Placement. However, in the case of strong demand, its allocation may be scaled back to 25% of the Private Placement in order to improve the overall free float in the Company.
The Private Placement is underwritten at the Offer Price on the full Offer Size by certain new investors and existing shareholders in the Company pursuant to an underwriting agreement between the underwriters and the Company.
The underwriters and the pre-committed shareholders will receive a 7 per cent underwriting commission based on the sum of their commitment. The Company's obligation to pay the underwriting commission will be settled by new shares (the "UWC Shares") to be issued by the EGM (as defined below) in connection with the Private Placement at the Offer Price.
Conditional allocation of Offer Shares will be determined at the end of the application period by the Board, at its sole discretion, in consultation with the Managers. The Board will focus on, but is not limited to, allocation criteria such as underwriting, pre-commitments, indications from the wall-crossing phase of the Private Placement, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The allocation will observe applicable rules of ownership restrictions under Regulation (EC) No 1008/2008 and provisions to that effect as stipulated in the articles of association of the Company.
Notification of allotment and payment instructions are expected to be issued to the applicants on or around 25 November 2022 through a notification to be issued by the Managers.
In connection with the Private Placement, 6 months lock-ups have been agreed for the Company, the Company's management and the Board, subject to customary exemptions. The underwriter BT Larsen & Co Ltd has also agreed to a 6 month lock-up period in connection with the Private Placement, subject to customary exemptions.
Settlement and conditions
Settlement of the Offer Shares is expected to take place on a delivery versus payment (DVP) basis on or about 14 December 2022 before 09:00 CET. DVP settlement of the Offer Shares is expected to be facilitated by a pre-payment agreement between the Company and the Managers (the "Pre-Payment Agreement"). However, the allocated Offer Shares will not be delivered to the relevant applicant before the registration of the capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises (the "NRBE") has been carried out. The Offer Shares allocated to investors will be tradeable on Euronext Growth Oslo following a stock exchange announcement by the Company announcing the registration of the share capital increase pertaining to the Offer Shares in the NRBE. First day of trading of the Offer Shares is expected to be on or about 12 December 2022.
The completion of the Private Placement is subject to the following conditions (jointly, the "Conditions"): (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting (the "EGM" to be held on or about 9 December 2022) in the Company resolving to approve the Private Placement and issue the Offer Shares and UWC Shares and ancillary corporate resolutions to implement the Private Placement, hereunder a capital decrease by reduction of par value per share and grant an authorisation to the Board to carry out a Subsequent Offering, (iii) each of the Pre-Payment Agreement and the UWA remaining unmodified and in full force and effect and (iv) the share capital increase pertaining to the issuance of the allocated Offer Shares and UWC Shares being validly registered with the NBRE and validly issued and registered in the VPS. No guarantee can be given that the required corporate resolutions will be passed.
Applicants being allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM undertake 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 3.1 of the Euronext Growth Rule Book Part 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 to maintain a targeted cash buffer following a requirement by UK air authorities to invest USD 46 million for use only by the Company's wholly owned UK subsidiary Norse Atlantic UK, in order to enable Norse to operate and increase the number of flights operating from the UK to the US, and to fund general corporate purposes. By structuring the equity raise as a private placement, the Company is able to raise capital quickly and in an efficient manner. Furthermore, the Company has conducted an investor pre-sounding process with existing and new investors to obtain the best possible terms for the Private Placement. Finally, in order to limit the dilutive effect of the Private Placement, 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). Further, the Private Placement and ancillary corporate resolutions, hereunder the approval of the Subsequent Offering and issuance of the UWC Shares, are subject to approval by the EGM. 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.
Subsequent offering
Subject to, inter alia, (i) the completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, and (iii) prevailing market price of the Company's shares, the Board will, in its sole discretion, consider carrying out the Subsequent Offering of new shares at the Offer Price. Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 24 November 2022 (as registered with the VPS two trading days thereafter) 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.
Investor presentation
An investor presentation is attached to this notice and will be made available on the Company's webpage.
Advisors
Pareto Securities AS and SpareBank 1 Markets AS act as joint bookrunners in the Private Placement. 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:
Ben Boiling, Chief Financial Officer
Phone: +47 912 40 945
Email: [email protected]
About Norse
Norse is a new 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 will serve destinations including New York, Los Angeles, Fort Lauderdale, Orlando, Oslo, London, Berlin 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 release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong 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 to the disclosure requirements of the STA section 5-12. 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 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 any 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.
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 "Prospectus Regulation" means Regulation (EU) 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.
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 potential Private Placement in the Company, 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.
Neither the Managers nor any of their respective affiliates make 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.
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.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.