Share Issue/Capital Change • Jan 24, 2024
Share Issue/Capital Change
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Norse Atlantic ASA: Last day of the subscription period in the subsequent offering
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 January 2024: Reference is made to the stock exchange announcement
published by Norse Atlantic ASA (the "Company") on 11 January 2024 regarding the
approval and publication of the Prospectus (as defined below), and the launch of
the subsequent offering of up to 9,100,000 new shares in the Company at a
subscription price of NOK 11 per share (the "Subsequent Offering"). Reference is
further made to the stock exchange announcement made on 12 January 2024
regarding the commencement of the subscription period for the Subsequent
Offering.
The subscription period for the Subsequent Offering will expire today, 24
January 2024 at 16:30 CET (the "Subscription Period").
Correctly completed subscription forms must be received by one of the Managers
(as defined below) before the end of the Subscription Period. Subscription
rights that are not used to subscribe for offer shares in the Subsequent
Offering before the expiry of the Subscription Period will have no value and
will lapse without compensation to the holder.
For further information about the Subsequent Offering and the terms thereof,
please refer to the prospectus dated 11 January 2024 (the "Prospectus"). The
Prospectus, including the subscription form in the Subsequent Offering is,
subject to regulatory restrictions in certain jurisdictions, available at
www.paretosec.com/transactions and www.sb1markets.no/transaksjoner.
Pareto Securities AS and SpareBank 1 Markets AS are acting as joint global
coordinators and joint bookrunners in the Subsequent Offering (together, the
"Managers"). Wikborg Rein Advokatfirma AS is acting as legal advisor to the
Company.
For further information, please contact:
Investors: CFO, Anders Jomaas, [email protected]
Media: SVP Communications, Philip Allport, [email protected]
About Norse
Norse Atlantic Airways is an 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 Boeing 787 Dreamliners that serve destinations
including New York, Los Angeles, Orlando, Boston, Washington, Boston, Jamaica,
Barbados, Bangkok, Miami, Oslo, London, Berlin, Rome and Paris. The company's
first flight took off from Oslo to New York on June 14, 2022.
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
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.
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", "expect", "anticipate",
"strategy", "intends", "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 believe 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 their 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. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.
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