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Fra Norwegian den 14.april 2021
Norwegian Air Shuttle ASA (NAS) – Update on the Capital Raise
Reference is made to the stock exchange announcements of Norwegian Air Shuttle ASA (the “Company” or “NAS”, and together with its subsidiaries, the “Group”) dated 12 April 2021 wherein the judge of the Oslo Byfogdembete approved the Scheme for an exit of the Reconstruction process. Subject to completion of the Restructuring Proposal and based on the Scheme, the voluntary restructuring in May 2020, the Company has since end of fourth quarter 2019 reduced total debt by approximately NOK 62 to 65 billion and eliminated aircraft orders of approximately NOK 85 billion in aggregated value.
Total liabilities post restructuring are estimated to be in the range of NOK 16 to 20 billion and on the basis of a fleet of 51 aircraft NOK 6 to 7 billion in aircraft related debt. The Company has previously indicated an overall capital raise of NOK 4.5 to 5.0 billion as part of the Restructuring Proposal (the “Capital Raise”). Based on the current uncertainty related to re-opening of societies due to the Covid-19 pandemic, feedback from investors, the Board of Directors of the Company have chosen to be conservative and increase the Capital Raise to a minimum NOK 4.5 billion up to NOK 6.0 billion, including a New Capital Perpetual Bonds with gross proceeds of up to NOK 1,875 million and a Rights Offering directed to the shareholders as of the record date with gross proceeds of up to NOK 400 million.
The blended issue price in the Capital Raise will be set to maximum NOK 6.99 per share. Depending on the amount of new capital raised, the new investors in the Capital Raise, by investing in equity and/or the New Capital Perpetual Bonds, will hence receive approximately 70.0 – 75.7 per cent of the post-Restructuring share capital with the shares held by existing shareholders diluted to approximately 4.6 – 3.7 per cent.
Unsecured creditors may recover through participation in the proposed capital raise comprising (i) a pro rata cash payment from a “pool” to be distributed among unsecured creditors and customer creditors (ii) a convertible debt claim with 7 year maturity and NIBOR +1% interest (“Dividend Claims”). The Dividend Claims will on certain terms and conditions be convertible in aggregated into shares representing a minimum 20.6 up to 25.4 per cent of the Company’s share capital following the Restructuring and the proposed capital raise.
Certain cornerstone investors who have provided long term support to the Restructuring and Capital Raise in times of significant uncertainty have, subject to certain terms and conditions, undertaken to subscribe for and will be allocated shares for a total amount of NOK 2,855 million in the Private Placement. In addition, current creditors of Norwegian have already expressed an interest to participate in the Capital Raise with an amount of at least NOK 1,800 million in the New Perpetual Bonds.
The Company expect the Capital Raise to commence on or about 10 May 2021 after approval of the Prospectus by NFSA with a target closing on or about 26 May 2021. Seabury Securities ltd serves as Lead financial restructuring advisor on Norwegian Air Shuttle’s restructuring as well as financial advisor on the airline capital raise. DNB Markets, a part of DNB Bank ASA acts as Global Coordinator for the Capital Raise.