Havila Kystruten AS

Share Issue/Capital Change • Dec 21, 2022

Havila Kystruten AS: Private placement successfully placed

Havila Kystruten AS: Private placement successfully placed

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 release by Havila Kystruten AS ("Havila

Kystruten" or the "Company") on 21 December 2022 regarding the intention to

carry out a private placement (the "Private Placement") of new shares in the

Company.

Following close of the bookbuilding period, the Company is pleased to announce

that the Private Placement has been successfully placed, and that its Board of

Directors (the "Board") has allocated subscriptions for 25,000,000 offer shares

(the "Offer Shares") at a subscription price per share of NOK 12 (the "Offer

Price"), raising NOK 300 million in gross proceeds. The placement was

oversubscribed by existing shareholders and new investors.

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 29 December

2022 to issue the Offer Shares. Following such EGM, the Managers (as defined

below) will pre-pay the total subscription amount in the Private Placement for

investors other than Havila Holding AS (being the number of Offer 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 Offer 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 Offer Shares has taken place.

Notification of conditional allocation, including settlement instructions, are

expected to be distributed by the Managers on or about 22 December 2022, with

settlement on or about 3 January 2023.

The following persons discharging managerial responsibilities ("PDMRs") and

close associates to PDMRs have been allocated  the following number of Offer

Shares in the Private Placement at the same terms 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 15,108,333 Offer Shares. Following the transaction, Havila Holding AS

will own 45,108,333 shares in the Company representing approx. 60.4% of the

issued share capital after completion of the Private Placement.

Subsequent offering and equal treatment considerations

The Board will propose to the EGM to carry out a subsequent offering of up to

4,000,000 shares at a subscription price equal to the Offer Price raising gross

proceeds of up to NOK 48,000,000 to its existing shareholders as of close of

trading 21 December 2022, as subsequently recorded in the VPS on 23 December

2022, who were not allocated shares in the Private Placement and who 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. The

subsequent offering is subject to approval of the EGM.

The Board, together with the Company's management and the Managers, has

considered various transaction alternatives to secure new financing. Based on an

overall assessment, considering inter alia the need for funding, execution risk

and possible alternatives, the Board has on the basis of careful considerations

decided that the Private Placement is the alternative that best protects the

Company's and the shareholders' joint interests. By structuring the transaction

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 waiver of the preferential rights inherent

in a share capital increase through issuance of new shares is considered

necessary.

Arctic Securities AS, Fearnley Securities AS and SpareBank1 Markets AS acted as

Managers for the Private Placement. Wikborg Rein Advokatfirma AS acted as legal

counsel to Havila Kystruten AS. Advokatfirmaet Thommessen AS acted as legal

counsel to the Managers.

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 21 December 2022 at 23:15 CET.

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.