The company asks for the continued support of its shareholders to prepare for future capital increases in
parallel with the restructuring of its balance sheet through the above legal proceedings.
By way of the above recapitalization process, the company aims to attract up to NOK 4 billion in cash in addition to significant equitization of existing debt at market price. The terms of such capital will be announced subsequently, and will likely consist of a variety of capital classes such as equity, subordinated debt, loans and, if possible, further state aid.
Proposals
The board of directors proposes that:
(a) a reverse split of the shares in the ratio 100:1 be implemented;
(b) the nominal value of each share be reduced from NOK 10 to NOK 0.01;
(c) a rights offering raising proceeds up to NOK 4 billion be carried out;
(d) all or parts of the senior loans of the group be converted to shares in the company;
(e) all or parts of the lease debt and aircraft financing liabilities of the group be converted to
shares in the company;
(f) all or parts of the other current and non-current liabilities of the group be converted to
shares;
(g) perpetual bonds be issued to converting creditors that cannot hold shares in the company;
(h) the board be granted wide authorizations to issue shares, convertible loans or loans with
interest dependent on the dividends or profits of the company;
(i) it be authorized to enter into agreements with the executives to convert their claim for
remuneration to shares in the company; and
(j) the maximum share capital increase that may occur as a result of conversion of the
company’s outstanding convertible instruments be amended.
It is proposed that the subscription price for any new shares issued pursuant to the proposals in letter (c)
to (f) above is minimum NOK 5 and maximum NOK 40 as determined at the discretion of the board of
directors.
At the date of this notice, no agreement has been entered into with creditors or investors to contribute
further equity to the company. Therefore, the proposals set out in this notice only contain the limits,
within which such agreements and, thus, the resolutions at the general meeting, must fall.
