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Norwegian Air Shuttle ASA — Proxy Solicitation & Information Statement 2021
Mar 11, 2021
3690_iss_2021-03-11_7369bff2-5fca-4ed9-88cb-5ed96e9d0c76.pdf
Proxy Solicitation & Information Statement
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MEETING OF CUSTOMER CREDITORS OF NORWEGIAN AIR SHUTTLE ASA IN EXAMINATION UNDER PART 10 OF THE COMPANIES ACT 2014
| IN THE MATTER OF | ARCTIC AVIATION ASSETS DESIGNATED ACTIVITY COMPANY |
|---|---|
| AND IN THE MATTER OF | NORWEGIAN AIR INTERNATIONAL LIMITED |
| AND IN THE MATTER OF | DRAMMENSFJORDEN LEASING LIMITED |
| AND IN THE MATTER OF | TORSKEFJORDEN LEASING LIMITED |
| AND IN THE MATTER OF | LYSAKERFJORDEN LEASING LIMITED |
| AND IN THE MATTER OF | PART 10 OF THE COMPANIES ACT 2014 |
| AND IN THE MATTER OF |
NORWEGIAN AIR SHUTTLE ASA AS A RELATED COMPANY WITHIN THE MEANING OF SECTION 517 AND SECTION 2(10) OF THE COMPANIES ACT 2014
NOTICE is hereby given pursuant to Section 540 of the Companies Act 2014 that a meeting of the Customer Creditors (the "Creditors") of Norwegian Air Shuttle ASA (In Examination under Part 10 of the Companies Act 2014) (the "Company") will be held on the 18th day of March 2021 at 16.45 (Irish Time) / 17.45 (Norwegian Time) or such time as the previous meeting convened by the Examiner shall have concluded for the purpose of considering and voting on proposals for a scheme of arrangement in respect of the Company (the "Proposals") proposed by Mr Kieran Wallace as Examiner of the Company (the "Meeting").
In light of the current COVID-19 Restrictions Creditors will be given the opportunity to remotely attend, submit written questions and vote at the Meeting via a virtual meeting platform provided by Lumi AGM UK Limited ("Lumi") (the "Virtual Meeting Platform").
Creditors can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To remotely attend, submit written questions and/or vote using this method, please go to https://web.lumiagm.com
Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 115-717-114 You will then be prompted to enter your unique Lumi Login ID and PIN which can be found in the email accompanying this notice.
Lumi have prepared a virtual meeting guide explaining how Creditors can remotely access and participate in the Meeting via the Virtual Meeting Platform (the "Virtual Meeting Guide"). The Virtual Meeting Guide is available on the Company's website, https://www.norwegian.com/us/about/company/investor-relations/
The COVID-19 situation is constantly evolving and the Irish Government may change current restrictions or implement further measures relating to the holding of meetings during the affected period. Any changes to the arrangements for the Meeting will be communicated to Creditors before the Meeting, including through the Company's website, https://www.norwegian.com/us/about/company/investor-relations/
Proposals and Explanatory Memorandum
Creditors can view and download a copy of the Proposals, together with an Explanatory Memorandum relating to the Proposals, via the "Documents" section of the Virtual Meeting Platform.
Non-binding Norwegian translations of the Proposals and Explanatory Memorandum are also available to Creditors to view and download via the "Documents" section of the Virtual Meeting Platform. In the event of any difference between the translations and the English form of the said documents, the English form shall take precedence.
Appointment of Proxies
A Creditor entitled to attend, submit written questions and vote at the Meeting may appoint a proxy to exercise all or any of the Creditor's rights to attend, submit written questions and vote remotely via the Virtual Meeting Platform instead of the Creditor. A proxy need not be a creditor but must remotely attend the Meeting for the Creditor's vote to be counted.
Where any Creditor wishes to be represented and/or vote by proxy at the Meeting a proxy must be submitted electronically through the Virtual Meeting Platform.
The person appointed proxy may be the Examiner or such other person as you may appoint. As detailed in the Virtual Meeting Platform, where you do not appoint the Examiner as your proxy you must clearly state the name and e-mail address of the individual you have chosen to appoint as your proxy when submitting a proxy electronically through the Virtual Meeting Platform in order for a proxy appointment to be valid. You must also provide your proxy with your individual Lumi Login ID and PIN to enable your proxy to access the Meeting and vote on your behalf. Where a proxy has been appointed by more than one Creditor the proxy will be required to separately log in to each Creditor's individual Lumi account using each Creditor's individual Lumi Login ID and PIN and cast separate votes on behalf of each Creditor in order to vote at the meeting.
For an electronic proxy appointment to be valid the appointment must be received by Lumi by no later than 4 p.m. (Irish Time)/5 p.m. (Norwegian Time) on 16 March 2021. Any Creditor which is a corporation and wishes to attend, submit written questions and vote remotely via the Virtual Meeting Platform must appoint one corporate representative as a proxy who may exercise on its behalf all of its powers.
The submission of a proxy through the Virtual Meeting Platform will not prevent you from remotely attending, submitting written questions and voting at the Meeting, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so. Full details of the procedure to be followed to appoint a proxy electronically are set out on the Virtual Meeting Platform.
Attendance and Voting
Advance registration, other than the return of a proxy where relevant as outlined above, is not required for Creditors to participate online. Access to the Meeting via the website will be available from 15.45 (Irish time) / 16.45 (Norwegian Time) on 18 March 2021, although the voting functionality will not be enabled until the Examiner declares the poll open.
Creditors will be permitted to submit written questions or comments (via the Virtual Meeting Platform) to the Examiner during the course of the Meeting. The Examiner will ensure that such questions relating to the formal business of the Meeting are addressed during the Meeting, unless the provision of a response would, at the Examiner's discretion, otherwise be undesirable in the interests of the Company or the good order of the Meeting.
During the Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and vote when the Examiner commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Meeting via your wireless or other internet connection.
At the Meeting voting on the resolution will be by poll. Voting will be enabled on the resolution on the instruction of the Examiner. This means that attendees may, at any time while the poll is open, vote electronically on the resolution. Once the resolution has been proposed, it will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "IN FAVOUR", "ABSTAIN" or "AGAINST". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Examiner announces its closure at the end of the Meeting.
Provisional results of the poll will be announced at the end of the Meeting and the final results will be published on the Company's website, https://www.norwegian.com/us/about/company/investor-relations/as soon as reasonably practicable following the conclusion of the Meeting.
Dated this the 11th day of March 2021
Kieran Wallace Examiner of Norwegian Air Shuttle ASA (In Examination under Part 10 of the Companies Act 2014) KPMG 1 Stokes Place St Stephen's Green Dublin 2
WF-28988271-1