{"header":{"OB_REQUEST_ID":"c0e1ca09-cf28-4d0d-8b97-0153933f9dfe","result.val":0,"http.code":200,"result.text":"OK"},"data":{"message":{"id":503816,"messageId":503816,"newsId":454899,"title":"Norwegian Air Shuttle ASA announces the details of the restructuring plan and its intention to launch a public equity offering of up to NOK 400 million","body":"NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.\n\nFornebu, Norway – 27 April 2020\n\nReference is made to the stock exchange announcements from Norwegian Air Shuttle ASA (the “Company”) dated 14 April 2020, relating to bondholder meetings to be held on 30 April 2020 in respect of NAS07, NAS08, NAS09 and the USD 150 million convertible bond issue with ISIN NO 0010868284  (the “CB\"), and the extraordinary general meeting to be held on 4 May 2020 (the “EGM”).\n\nBased on negotiations and discussions with lessors and bondholders, the Company has concluded to put forward a proposal to its bondholders in principal for conversion of 60 percent debt to equity in respect of NAS07 and NAS08 and 85 percent debt to equity in respect of the CB, on terms attached in the notice to the bondholders (in accordance with the summons). The Company has agreed to a minimum threshold of lessor concessions of USD 500 million with an aim to get the total debt to equity conversion from lessors and bondholders up to USD 1.2 billion with current shareholders retaining 5.2 percent of the share capital in the Company post debt to asset conversion but before the proposed equity issue.\n\nAs part of the restructuring, and as a condition for the Norwegian state aid package of NOK 2.7 billion (the “State Aid Package”), the Company needs a minimum of NOK 300 million of risk participation, which the company plans to implement by way of an issue of new cash equity. The Company intends to raise up to NOK 400 million through a public equity offering where the existing shareholders of the Company and other stakeholders, including new investors may participate, subject to applicable securities laws (the “Public Offering”). The Company will seek to provide preferred allocation to existing shareholders and certain other stakeholders. The preferred allocation to shareholders will be, based on their shareholding in the Company as of 30 April 2020 as registered in VPS on 5 May 2020, but no assurance can be given that such preferred allocation is achieved or made to the fullest extent. The equity issue could not be structured as a rights issue due to the timing constraints related to the liquidity situation of the Company.\n\nThe proposed subscription price of the Public Offering is expected to be announced as soon as it has been resolved by the Board of Directors, at the latest immediately prior to the EGM. The full terms and conditions of the Public Offering will be included in a prospectus to be approved by the Norwegian Financial Supervisory Authority (the “Prospectus”). \n\nAccording to the current timetable, and subject to the approval by the EGM of the Public Offering and the approval of the Prospectus, the application period for the Public Offering is expected to commence on or about 5 May 2020 and end on or about 11 May 2020, subject to any shortening or extension. \n\n\n***\n\nBased on the assumption that the above proposals to convert debt to equity and the Public Offering are resolved and completed in accordance with the terms described herein, the Company is estimated to have a pro forma equity ratio significantly above the 8% requirement in the State Aid Package.\n\nIn connection with the upcoming bondholder meeting, the Company has prepared the attached company presentation which is also available at the Company’s web site.\n\nThe summons to the respective bondholders’ meetings, agenda and notice are attached and available on www.norwegian.com and www.stamdata.com.\n\n\nImportant information \nThe release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the \"US Securities Act\"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. \n\nThe Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.\n\nAny offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes 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. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of ABG Sundal Collier ASA (www.abgsc.no), DNB Markets, a part of DNB Bank ASA (http://www.dnb.no/emisjoner) and Danske Bank, Norwegian Branch (www.danskebank.no/nas) (jointly, the \"Managers\").\n\nThe issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.\n\nThe Managers are acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release. \n\nForward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.","category":[{"id":1005,"category_no":"INNSIDEINFORMASJON","category_en":"INSIDE INFORMATION"}],"markets":["XOSL"],"issuerId":7628,"correctionForMessageId":0,"correctedByMessageId":0,"issuerSign":"NAS","issuerName":"Norwegian Air Shuttle ASA","instrId":1303909,"instrumentName":"NAS09","instrumentFullName":"NAS09","publishedTime":"2020-04-27T06:08:00.503Z","test":false,"numbAttachments":2,"attachments":[{"id":198839,"name":"Norwegian Air Shuttle ASA_Presentation to bondholders_27 April 2020.pdf"},{"id":198840,"name":"20200427 Notice to bondholders.pdf"}],"clientAnnouncementId":"39EBB579-0574-426F-871C-97EC95A1A488","infoRequired":1,"oamMandatory":1}}}