NORSE ATLANTIC ASA
ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
Norse Atlantic ASA - Updated key information relating to the Rights Issue
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, 2 June 2026 - Reference is made to the stock exchange announcement published by Norse Atlantic ASA ("Norse Atlantic" or the "Company") on 14 April 2026, with key information relating to the fully underwritten rights issue in the Company raising gross proceeds of the NOK equivalent of approximately USD 110 million (the "Rights Issue"). Updated key information relating to the Rights Issue is set out below.
Date on which the terms and conditions of the preferential rights issue were announced: 14 April 2026 and updated on 2 June 2026
Last day including right: 2 June 2026
Ex-date: 3 June 2026
Record Date: 4 June 2026
Date of approval: 2 June 2026
Maximum number of new shares: 2,039,664,000. The gross proceeds of the Rights Issue are fixed at the NOK equivalent of approximately USD 110 million. The final number of new shares has been determined based on the USD/NOK daily exchange rate published by Norges Bank on or about 16:00 CEST on the date of the extraordinary general meeting held on 2 June 2026 (the "EGM"), divided by the subscription price of NOK 0.50 per share.
Subscription price: NOK 0.50
Ratio preferential rights: Each existing shareholder as of 2 June 2026 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the CSD) as at the expiry of 4 June 2026 (the Record Date)) will be granted 12.545397 subscription rights for each share registered as held by the shareholder. The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right.
Subscription ratio: 1:1 (number of new shares per subscription right)
Managers: Arctic Securities AS, Pareto Securities AS and SB1 Markets AS
Will the rights be listed: Yes, the subscription rights are expected to be listed under ticker code "NORST"
ISIN for the preferential rights: NO 0013752709
Other information: The extraordinary general meeting of the Company was held on 2 June 2026 and all required resolutions were adopted, including (i) to increase the share capital of the Company in connection with the Rights Issue, (ii) to grant an authorisation to the board of directors to increase the Company's share capital by issuance of new shares as settlement of fees to the underwriters of the Rights Issue, (iii) to grant an authorisation to the board of directors to increase the Company's share capital by issuance of new shares to bondholders of the Company's "USD 30,000,000 8.5 per cent. senior unsecured convertible bonds 2025/2027" who accept the Company's offer to convert their bonds into new shares in the Company at a conversion price equal to the subscription price of NOK 0.50 per share, and (iv) to grant an authorisation to the board of directors to increase the Company's share capital by up to NOK 3,000,000 by way of a private placement directed at the Company's CEO at a subscription price per share corresponding to the subscription price in the Rights Issue. The Rights Issue remains subject to publication of a prospectus for the offering and listing of the new shares as approved by the Norwegian Financial Supervisory Authority.
Contacts:
Investors: CFO, Anders Hall Jomaas, anders.jomaas@flynorse.com
This information is published in accordance with the requirements of the Continuing Obligations and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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.