IMPORTANT REGARDING RISK – please see prospectus for complete information
Investing in the shares of Norwegian Air Shuttle ASA ("Norwegian" or "the Company" and together with its consolidated subsidiaries, the "Group") involves a particularly high degree of risk. The Company has been severely impacted by the current outbreak of COVID-19. In a very short time period, the Company has lost most of its revenues, is in adverse financial distress and risks bankruptcy. This has adversely and materially affected the Group’s contracts, rights and obligations, including financing arrangements, and the Group is not capable of complying with its ongoing obligations and is currently subject to event of default.
On 18 November 2020, the Company and certain of its subsidiaries applied for examinership in Ireland (and were accepted into examinership on 7 December 2020), and on 8 December 2020 the Company applied for and was accepted into reconstruction in Norway. These processes were sanctioned by the Irish and Norwegian courts on 26 March 2021 and 12 April 2021 respectively, however remain subject to potential appeals and certain other conditions precedent, including but not limited to the successful completion of a capital raise in the amount of at least NOK 4,500,000,000 (including the Rights Issue, the Private Placement and the issuance of certain convertible hybrid instruments as described further in the prospectus published by the Company on 6 May 2021, comprising of a summary, a registration document and a securities note all dated 6 May 2021 (collectively, the “Prospectus”). The aim is to substantially reduce the debt level, reduce the size of operations and re-capitalize the Group with debt and equity. If the Company does not exit the examinership and the reconstruction processes in a successful way, it is highly likely that the Company will enter into liquidation and/or bankruptcy proceedings during the second or third quarter of 2021..
The impact on the Group of the current outbreak of COVID-19 as described above has also led to a significant reduction in the trading price of the shares. There can be no guarantee regarding the future development of the trading price of the shares. The fluctuations in the trading price, the extraordinary market conditions and the extraordinary financial situation of the Company result in lower visibility on the future and could have an effect on how the Shares are priced in the market. This has made it challenging to determine the Offer Price and no assurance can be given that the Offer Price will reflect the future trading value of the Company.
There is a risk that the shares will trade below the Offer Price and thus will result in a loss on an investment in the Offer Shares. The issue of the new shares will significantly increase the number of issued shares in the Company, thus diluting the existing shares significantly, including existing shareholders that are allocated subscription rights in the Rights Issue and subscribe for Rights Issue Shares on such basis. Sale of a substantial number of the new shares, or the expectation of such sale, may have a material negative effect on the trading price of the Company’s shares – or even the ability for shareholders to sell their shares at attractive terms, in a timely fashion or at all.
The abovementioned risks are only a few selected risks associated with an investment in the shares of Norwegian. For a full overview of the risks associated with an investment in the shares of Norwegian, please see Section 1 "Risk factors" of the Prospectus available at [include link]. Prospective investors should read the entire prospectus and, in particular, consider Section 1 "Risk factors", of both the Registration Document and Securities Note, when considering an investment in the Company.
DISCLAIMER – IMPORTANT INFORMATION ACCESS TO THIS INFORMATION IS LIMITED TO PERSON RESIDENT AND PHYSICALLY PRESENT IN NORWAY AND TO AUTHORIZED PERSONS WHO ARE RESIDENT AND PHYSICALLY PRESENT IN OTHER JURISDICTIONS OUTSIDE THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SWITZERLAND OR JAPAN, OR ANY OTHER JURISDICTIONS IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. IMPRTANT ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY NORWEGIAN AIR SHUTTEL ASA IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NO ONE SHOULD PURCHASE ANY SECURITIES IN NORWEGIAN AIR SHUTTLE ASA (THE "COMPANY") EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY THE COMPANY IN CONNECTION WITH THE OFFERING..
Please read this notice carefully - it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.
Overseas Persons
Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident outside Norway who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
In particular, unless otherwise determined by Norwegian Air Shuttle ASA and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the shares or other mentioned in such materials (the "Securities") by Norwegian Air Shuttle ASA would be made, or any documentation be sent, directly or indirectly, in or into, the United States, Canada, Australia, Hong Kong, Switzerland or Japan.
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for Securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Securities mentioned herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of such Securities in the United States. All offers and sales in the United States will be made only to "qualified institutional buyers" in reliance on Rule 144A or pursuant to another exemption from, on in transactions not subject to, the registration requirements of the Securities Act. All offers and sales outside the United States will be made in "offshore transactions" as defined in, and in reliance on, Regulation S.
The Securities mentioned herein will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Australia, Hong Kong, Switzerland or Japan or any other jurisdiction in which the Offering would be unlawful. Accordingly, unless an exemption under the relevant securities law is applicable, any such Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Canada, Australia, Hong Kong, Switzerland, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
In the United Kingdom, the information and documents on this portion of the website are only addressed to, and the Securities may only be offered to (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any EEA Member State, other than Norway, the information and documents on this portion of the website are only addressed to, directed at and the Securities may only be offered to, qualified investors in that Member State within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.
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Basis of access
Access to electronic versions of these materials is being made available on this webpage by Norwegian Air Shuttle ASA in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Norwegian Air Shuttle ASA that it is doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Securities in Norwegian Air Shuttle ASA. Further, it does not constitute a recommendation by Norwegian Air Shuttle ASA or any other party to sell or buy Securities in Norwegian Air Shuttle ASA. No one should purchase any securities in Norwegian Air Shuttle ASA except on the basis of information in the Prospectus published by the company in connection with the Offering.
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