Norse Atlantic ASA: NOK 1,275 million Private Placement successfully placed
The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 63,750,000 new shares in the Company (the “New Shares”) at a price of NOK 20.00 per share (the “Subscription Price”), raising gross proceeds of NOK 1,275 million (equivalent to approximately USD 150 million). In addition, the Managers (as defined below) have over-allocated 6,250,000 additional existing shares (the “Additional Shares” and, together with the New Shares the “Offer Shares”) (the “Private Placement”).
The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and was multiple times oversubscribed.
B T Larsen & Co Ltd, a company controlled by CEO Bjørn Tore Larsen was allocated Offer Shares for the NOK equivalent of USD 10 million, in accordance with a pre-commitment and pre-confirmed allocation.
Further, six cornerstone investors were allocated Offer Shares for a total amount of NOK 550 million in the Private Placement, distributed as follows: NOK 140 million to Delphi Fondene / NOK 100 million to DNB Asset Management / NOK 100 million to Handelsbanken Fonder / NOK 85 million to Andenæsgruppen / NOK 70 million to Skagen Fondene / NOK 55 million to Nordea Investment Management.
The net proceeds to the Company from the Private Placement will be used for lease deposits on up to 12 aircraft (USD ~4 million remaining), funding of start-up costs including pre delivery OPEX (USD ~24 million), gross working capital (USD ~80 million), transaction costs (USD ~9 million), and general corporate purposes including licenses and marketing costs (USD ~33 million).
The Company, certain large shareholders (including Brumm AS, Lomar AS and NYE KM Aviatrix Invest AS), and members of the Company's Board of Directors (the "Board") and management have entered into customary lock-up arrangements with the Managers that restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares in the Company, as applicable, for a period of 6 months for the Company and such large existing shareholders, and 12 months for the members of the Board and management, from the date of commencement of trading in the shares on Euronext Growth Oslo, without the prior written consent of the Managers.
The Additional Shares will be settled by existing shares borrowed by the Managers from B T Larsen & Co Ltd (5,278,000 shares) and HBK Holding AS (972,000 shares) (the "Over-allotment Option"), and will be redelivered to the same shareholders upon expiry of the stabilization period described below. The Company has granted Pareto Securities AS, acting as stabilization manager on behalf of the Managers (the "Stabilization Manager"), an option to subscribe, at a price of NOK 20.00 per share (which is equal to the Subscription Price in the Private Placement), up to a number of additional new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares (the "Greenshoe Option"). The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised.
The completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to issue the New Shares having been validly made, including a resolution by the general meeting of the Company to issue the New Shares in the Private Placement and to authorize the Board to issue the additional new shares pursuant to the Greenshoe Option (the "EGM Resolutions"), (ii) the Oslo Stock Exchange having approved the application for admission to trading of the Company’s shares on Euronext Growth Oslo (subject to completion of the Private Placement), and (iii) registration of the EGM Resolutions in the Norwegian Register of Business Enterprises and issuance of the New Shares in the VPS having taken place.There will be in total 73,750,000 shares in issue in Norse Atlantic following the issuance of the New Shares, each with a nominal value of NOK 3, resulting in a post-money market capitalisation of the Company of approximately NOK 1,475 million based on the Subscription Price.
Notification of conditional allocation to investors is expected to be communicated on or about 26 March 2021. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 12 April 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the New Shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.
The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company's shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted in accordance with the principles of section 3-12 of the Norwegian securities trading act dated 29 June 2007 no. 75 (as amended) (the "Norwegian Securities Trading Act") and the EC Commission Regulation 2273/2003 and regarding buy-back programmes and stabilisation of financial instruments, as well as, to the extent applicable, article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the shares. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised.
The Company has applied, and expects, subject to the conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be on or about 12 April 2021.
Arctic Securities AS, Pareto Securities AS and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Norse Atlantic, while Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.