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2026-04-14 21:03:03
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA,
HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Arendal, Norway, 14 April 2026 -- Norse Atlantic ASA ("Norse Atlantic" or the
"Company") announces a proposed fully underwritten and subscribed rights issue
raising gross proceeds of USD 110 million at a subscription price of NOK 0.5 per
share (the "Subscription Price") (the "Rights Issue"), to strengthen the
Company's financial flexibility and robustness to support continued operations
amid the rapidly changing geopolitical situation with a sudden unprecedented
increase in the jet fuel price impacting the global airline industry. The
underwriting was substantially oversubscribed and the Company experienced strong
interest from existing shareholders and new investors to participate in the
Rights Issue. Norse Atlantic further announces that it has obtained a USD 70
million bridge loan facility to fund the Company's liquidity needs pending
completion of the Rights Issue and the effects of the accelerated implementation
of cost-saving initiatives. Finally, the Company is in the process of engaging a
financial advisor to launch a strategic review, expected to be concluded within
2026.
Against the backdrop of the strong development in operating and commercial
performance, and the successful completion of the transition to a balanced dual
ACMI and own network operating model, the Company expects the completion of
these initiatives to create a financial and liquidity position sufficient until
such time as the market normalizes and the Company reaches profitability or
alternatively until the strategic review can be successfully concluded.
Company update - implementation of cost saving initiatives
In late January 2026, Norse Atlantic successfully completed the transition to a
balanced dual ACMI and own network model, with the final of the six aircraft
delivered on a long-term ACMI contract with India's leading airline IndiGo. The
remaining aircraft are mainly operated in a high-graded network, showing strong
demand and increased pricing. The strong commercial momentum has continued
further into the year with record high unit revenue (as measured by TRASK) and
passenger growth, increased average fares and production in own network, as well
as consistent industry-leading load factor. This has been supported by focus on
operational simplification to improve Norse Atlantic's responsiveness to market
demand and reduce costs through the previously announced cost reduction program
(Project Falcon) with targeted annual cost reductions of USD 40-50 million.
Approximately 80% of these cost reduction measures have already been identified
and are in the process of being implemented. The Company will also further
optimize its network and fleet allocation, supporting a leaner and more
efficient cost base. The Company will significantly strengthen its balance sheet
through the proposed fully underwritten Rights Issue, repayment of certain debt
facilities, and the proposed offer for voluntary conversion of the outstanding
convertible bond loan to equity.
"We are coming out of a record winter season, and the March traffic report
confirms continued strong momentum with increased demand for direct Europe-Asia
routes, reflected in a 59% improvement in unit revenue year-on-year. Our
balanced business model, with approximately 50% of the fleet operating on ACMI
contracts with no fuel price exposure, provides resilience in a volatile
situation and we are accelerating Project Falcon to reduce costs and increase
efficiency. The fully underwritten Rights Issue will strengthen our balance
sheet and liquidity to ensure Norse Atlantic can operate through a period of
elevated fuel prices, be well positioned to become profitable when the market
normalizes and potentially become an attractive partner to others in the airline
industry. The significant support of the Rights Issue by leading shareholders
and new institutional investors also reflects a strong confidence in the
long-term prospects of the company" said Eivind Roald, the Chief Executive
Officer of Norse Atlantic.
Due to the continued market uncertainty, particularly related to fuel prices,
the Company withdraws the 2026 outlook provided in the fourth quarter 2025
report on 26 February 2026.
Please see the attached company update presentation for further details.
Launch of strategic review
The Company has over time received interest from potential strategic partners to
explore structural opportunities with the Company and is in advanced
preparations with an international investment bank to initiate a strategic
review to explore strategic alternatives to unlock the underlying value of the
Company and its assets. These strategic alternatives may include a sale, merger
or partnership. No indicative offer has been received, and no agreement has been
reached on the principal terms.
The Rights Issue
The Rights Issue will consist of an offering of new shares at the Subscription
Price raising gross proceeds of the NOK equivalent of USD 110 million. The
Rights Issue is subject to approval by an extraordinary general meeting,
expected to be held on or about 2 June 2026 (the "EGM"). The aggregate gross
proceeds in NOK and the final number of new shares to be offered in the Rights
Issue will be determined on the basis of the USD/NOK daily exchange rate as
published by the Central Bank of Norway (Nw. Norges Bank) on the date of the
EGM.
The net proceeds to the Company from the Rights Issue will be used as follows:
(i) USD 20 million to repay an overdraft facility, (ii) USD 25 million to pay
dues to lessors and suppliers, and (iii) the remainder for general corporate
purposes.
Each shareholder will be granted tradeable subscription rights ("Subscription
Rights") in proportion to the number of existing shares held at the date of the
EGM, as registered in the Norwegian Central Securities Depository, Euronext
Securities Oslo (VPS) on the second Norwegian business day thereafter (the
record date). Each Subscription Right will, subject to applicable securities
laws, give the right to subscribe for and be allocated one new share in the
Rights Issue. Oversubscription will be allowed. In addition, the Underwriters
(as defined below) will be permitted to subscribe for new shares without
Subscription Rights. The Company will apply for listing of the Subscription
Rights on Euronext Expand to enable trading in the Subscription Rights.
The Rights Issue is fully underwritten by an underwriting consortium consisting
of existing shareholders and new investors (jointly, the "Underwriters"). The
Underwriters have, subject to customary conditions, underwritten the full offer
size of the Rights Issue. In addition, all Underwriters have pre-committed to
subscribe for new shares during the subscription period for the Rights Issue for
an amount equal to their individual underwriting obligation. The Rights Issue is
therefore fully subscribed.
The underwriting was allocated as follows:
- The company's largest shareholders, B T Larsen & Co Ltd. ("BTLCo") and Songa
Capital AS (together with affiliated companies) ("Songa"), have underwritten and
pre-committed to subscribe USD 30 million and USD 15 million in the Rights
Issue, respectively.
- Geveran Trading Co. Ltd has underwritten and pre-committed to subscribe USD 25
million in the Rights Issue.
- Athinais Maritime Corp. has underwritten and pre-committed to subscribe USD 15
million in the Rights Issue.
- Felix Fürst, board member, has underwritten and pre-committed to subscribe for
approximately USD 1.9 million in the Rights Issue.
- Anders Hall Jomaas, the Chief Financial Officer, has underwritten and
pre-committed to subscribe for USD 210,559 in the Rights Issue.
- Other credible Underwriters have underwritten and pre-committed to subscribe
for the remaining amounts.
In addition, the Chief Executive Officer, Eivind Roald, has undertaken to
subscribe for 6,000,000 new shares at the Subscription Price, which will be
issued and allotted in a subsequent private placement. The shares will be
subscribed for by CR Holding AS, a company controlled by Eivind Roald and his
immediate family.
An underwriting fee of 10% will be paid on the basis of the underwriting
commitment by each Underwriter, payable in the form of new shares (the
"Commission Shares"). The Commission Shares will be in addition to the shares to
be issued in the Rights Issue, and will be issued at the Subscription Price,
subject to the EGM granting the Company's board of directors (the "Board") an
authorisation to issue the Commission Shares.
BTLCo currently owns 29.5% of the outstanding shares in Norse Atlantic and has
pre-committed and underwritten to subscribe for USD 30 million in the Rights
Issue. However, in order to avoid triggering a mandatory offer obligation under
the Norwegian Securities Trading Act, BTLCo's commitment to subscribe for new
shares shall be reduced to the extent necessary to ensure that BTLCo's ownership
in the Company (taking into account shares allocated to BTLCo both in connection
with the Rights Issue and the Bond Conversion Offer (as defined below)) does not
exceed 1/3 of the votes in the Company.
The Rights Issue is subject to the EGM adopting the following resolutions to be
proposed by the Board: (i) to increase the share capital of the Company in
connection with the Rights Issue, (ii) to grant the Board an authorization to
increase the share capital for the purpose of the issuance of the Commission
Shares, and (iii) to grant the Board an authorization to increase the share
capital of the Company for purposes of the Bond Conversion Offer.
Notice of the EGM is expected to be published early May 2026. Underwriters,
including BTLCo and Songa, currently representing approximately 50% of the
outstanding shares in the Company have undertaken to vote in favour of the
Rights Issue and other resolutions proposed by the Board at the EGM to
effectuate the corporate actions contemplated herein.
Launch of the Rights Issue is subject to publication by the Company of an EEA
prospectus approved by the Financial Supervisory Authority of Norway (Nw.:
Finanstilsynet) (the "Prospectus"). The full terms and conditions of the Rights
Issue will be included in the Prospectus, which will be published prior to the
commencement of the subscription period in the Rights Issue.
The Rights Issue is planned to be completed in accordance with the following
indicative timetable:
o Date of EGM: 2 June 2026
o Last day including right to participate in the Rights Issue: 2 June 2026
o First day excluding right to participate in the Rights Issue: 3 June 2026
o Record date: 4 June 2026
o Approval of Prospectus: 4 June 2026
o Start of subscription period and trading in Subscription Rights: 5 June 2026
at 09:00 CEST
o Last day of trading for Subscription Rights: 15 June 2026 at 16:30 CEST
o End of subscription period: 19 June 2026 at 16:30 CEST
o Notification of allocation: No later than 22 June 2026 at 09:00 CEST
o Payment date: 24 June 2026
o Delivery date and first day of trading in the new shares: 1 July 2026
A separate key date announcement will be published.
Bridge Loan
To bridge the Company's liquidity gap pending completion of the Rights Issue,
BTLCo, Songa, and funds managed by Borea Asset Management have made available a
USD 70 million liquidity loan to the Company pursuant to a bridge loan facility
agreement (the "Bridge Loan"). The Bridge Loan carries interest at a rate of 1%
per month on drawn down amounts and will be settled in connection with
completion of the Rights Issue. Settlement of the Bridge Loan will be made by
way of (i) set-off against the aggregate subscription amount payable by the
lenders for new shares allocated to them in the Rights Issue (as applicable),
and (ii) to the extent such set-off is not applicable to a lender or not
sufficient to repay the Bridge Loan in full, from the net proceeds received by
the Company from the Rights Issue.
Repayment of the part of the Bridge Loan not applied for subscription of new
shares in the Rights Issue will occur earlier than 3 months after the maturity
date of the Company's "USD 30,000,000 8.5 per cent. senior unsecured convertible
bonds 2025/2027" (the "Bonds"). The Company will summon to a written resolution
to waive a restriction under the bond terms in relation to such early repayment.
The Company has received voting commitments from bondholders representing more
than 2/3 of the outstanding Bonds, and the written resolution is accordingly
expected to be passed.
Bond conversion offer
Subject to completion of the Rights Issue and approval by the EGM, the Company
will offer bondholders the opportunity to convert their Bonds into new shares in
the Company at a conversion price corresponding to the Subscription Price of NOK
0.50 per share (the "Bond Conversion Offer"). The Company has received binding
commitments from bondholders representing 58.2% of the outstanding Bonds to
accept the Bond Conversion Offer. The Bond Conversion Offer is expected to be
made in connection with the commencement of the subscription period in the
Rights Issue.
Advisors
Arctic Securities AS, Pareto Securities AS and SB1 Markets AS are acting as
Managers for the Rights Issue.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in
connection with the Rights Issue.
Contacts:
Investors: CFO, Anders Hall Jomaas, anders.jomaas@flynorse.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act.
This stock exchange announcement was published by Anders Hall Jomaas on the time
and date provided.
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which such
action is barred or prohibited by law. The securities of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement 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 EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company's registered office and, subject to certain exceptions, on the
websites of the Managers. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State. In
the United Kingdom, this communication is only addressed to and is only directed
at Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public
Offers and Admissions to Trading regulations 2024, and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii)
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). These materials are directed only at
Relevant Persons and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or indirectly,
the United States, Canada, Australia, the Hong Kong Special Administrative
Region Of The People's Republic Of China or Japan or Any other jurisdiction in
which such release, publication or distribution would be unlawful, and it does
not constitute an offer or invitation to subscribe for or purchase any
securities in such countries or in any other jurisdiction. In particular, the
document and the information contained herein should not be distributed or
otherwise transmitted into the United States or to publications with a general
circulation in the United States of America.
The Managers are acting for the Company in connection with the Rights Issue and
no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Rights Issue or any other transaction or arrangement
referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking
statements. Forward looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.
This announcement is made by and is the responsibility of, the Company. Neither
the Managers nor any of their respective affiliates makes any representation as
to the accuracy or completeness of this announcement and none of them accepts
any responsibility for the contents of this announcement or any matters referred
to herein. This announcement is for information purposes only and is not to be
relied upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither the Managers nor
any of their respective affiliates accepts any liability arising from the use of
this announcement.