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Norse Atlantic ASA

Share Issue/Capital Change Oct 27, 2025

3683_rns_2025-10-27_10ba7e70-bb5a-410b-9c21-0c1868646904.html

Share Issue/Capital Change

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NORSE ATLANTIC ASA: KEY INFORMATION REGARDING POTENTIAL SUBSEQUENT OFFERING

NORSE ATLANTIC ASA: KEY INFORMATION REGARDING POTENTIAL SUBSEQUENT OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA 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, Norway, 27 October 2025: Reference is made to the stock exchange

announcement by Norse Atlantic ASA (the "Company") earlier today regarding a

private placement of 14,780,242 new shares in the Company at a subscription

price of NOK 7.6938 per share (the "Subscription Price"), raising gross proceeds

of approximately NOK 113.7 million (the "Private Placement"), and a potential

subsequent share offering of up to 12,092,853 new shares at the Subscription

Price (the "Subsequent Offering").

To facilitate equal treatment, the Company's board of directors (the "Board")

will consider, subject to completion of the Private Placement, relevant

corporate resolutions, prevailing market price and traded volume of the

Company's shares and publication of a national prospectus, whether to carry out

the Subsequent Offering. If carried out, the Subsequent Offering will be

directed at shareholders of the Company as per 27 October 2025 (as registered

with the VPS two trading days thereafter), excluding the shareholders

participating in the Private Placement, 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 (the

"Eligible Shareholders"). The Eligible Shareholders will receive non

-transferrable subscription rights in the Subsequent Offering. Over-subscription

with subscription rights, as well as subscription without subscription rights,

will not be permitted in the Subsequent Offering.

The Board reserves the right to limit the size of the Subsequent Offering to a

number of shares which equals a NOK amount equivalent to less than EUR 8 million

in gross proceeds, in accordance with the requirements for a national

prospectus.

In accordance with the continuing obligations of companies listed on Euronext

Expand Oslo, the following key information is given with respect to the

Subsequent Offering:

· Date on which the terms and conditions of the repair issue were announced:

27 October 2025

· Last day including right: 27 October 2025

· Ex-date: 28 October 2025

· Record date: 29 October 2025

· Date of approval: no later than 31 December 2025

· Maximum number of new shares: 12,092,853 new shares

· Subscription price: NOK 7.6938 per share (equal to the Subscription Price in

the Private Placement)

The subscription period for the Subsequent Offering, if applicable, will

commence as soon as possible following the publication of a national prospectus,

expected before year-end 2025.

The Board reserves the right, in its sole discretion, to not carry out the

Subsequent Offering.

Contacts:

Investors: CFO, Anders Hall Jomaas, [email protected]

This information is published in accordance with the requirements of the

Continuing Obligations and is subject to the disclosure requirements pursuant to

Section 5-12 of the Norwegian Securities Trading Act.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. This announcement has been prepared by and is the sole

responsibility of the Company.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

possessions, any State of the United States and the District of Columbia),

Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction

where to do so would constitute a violation of the relevant laws of such

jurisdiction. The publication, distribution or release of this announcement may

be restricted by law in certain jurisdictions and persons into whose possession

any document or other information referred to herein should inform themselves

about and observe any such restriction. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

subscription material. 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 EU Prospectus Regulation, i.e. only to investors who

can receive the offer without an approved prospectus in such EEA Member State.

The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and 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 to 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.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "aim", "expect",

"anticipate", "intend", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies, and other important

factors which are difficult or impossible to predict and are beyond its control.

Such risks, uncertainties, contingencies, and other important factors could

cause actual events to differ materially from the expectations expressed or

implied in this release by such forward-looking statements. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company and its affiliates expressly disclaim

any obligation or undertaking to update, review or revise any forward-looking

statement contained in this announcement whether as a result of new information,

future developments or otherwise. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice.

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