Flyr AS – Start of subscription period for the Rights Issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to earlier inventory trade bulletins from Flyr AS (“Flyr” or the “Company“) concerning a totally underwritten rights subject of 263,157,894 new shares in the Company (the “Offer Shares“), elevating gross proceeds of NOK 250 million (the “Rights Issue“).

The subscription period in the Rights Issue begins as we speak, 7 January 2022, at 09.00 CET. Certain details about the Rights Issue is about out beneath. The full phrases and situations of the Rights Issue are set out in the Prospectus (as outlined beneath).

Arctic Securities AS, Carnegie AS and Sparebank 1 Markets AS are performing as managers for the Rights Issue (collectively, the “Managers“).

Allocation and grant of Subscription Rights

The holders of the Company’s shares as of 4 January 2022 ((the “Existing Shareholders” and the “Existing Shares“, respectively), as registered with the Norwegian Central Securities Depository (the “VPS“) as of 6 January 2022 (the “Record Date“)) have been granted transferable subscription rights (the “Subscription Rights“) in the Rights Issue that, topic to relevant legislation, present preferential rights to subscribe for, and be allotted, Offer Shares at the subscription worth of NOK 0.95 per Offer Share (the “Subscription Price“).

Each Existing Shareholder has been granted 1.754386 Subscription Rights for every Existing Share registered as held by the Existing Shareholder at the Record Date, rounded right down to the nearest complete Subscription Right. The Subscription Rights can be distributed free of cost to the Existing Shareholders.

Each complete Subscription Right will, topic to relevant legislation, give the proper to subscribe for, and be allotted, one Offer Share. Over-subscription by holders of Subscription Rights can be permitted, nonetheless, there could be no assurance that Offer Shares can be allotted for such subscriptions. The Underwriters (as outlined beneath) could have a preferential proper to subscribe for and be allotted Offer Shares that haven’t been subscribed for based mostly on allotted or acquired Subscription Rights. Other than subscriptions from the Underwriters, subscription in the Rights Issue with out Subscription Rights is just not permitted.

The grant or buy of Subscription Rights and the subscription of Offer Shares by individuals resident in, or who’re residents of international locations apart from Norway, could also be affected by legal guidelines of the related jurisdiction. For an extra description of such restrictions, reference is made to Section 15.8 “Subscription Rights” and Section 16 “Selling and Transfer Restrictions” in the prospectus ready by the Company and dated 6 January 2022 (the “Prospectus“). The Prospectus is, topic to relevant native securities legal guidelines, obtainable at the web sites of; (i) the Company (www.flyr.com/investor), (ii) Arctic Securities AS (https://www.arctic.com/secno/en/offerings), (iii) Carnegie AS (https://www.carnegie.no/ongoing-prospectuses-and-offerings/), and (iv) Sparebank 1 Markets AS (https://www.sb1markets.no).

Subscription period

The subscription period commences as we speak on 7 January 2022 and expires on 21 January 2022 at 16.30 CET (the “Subscription Period“). The Subscription Period might not be shortened, however the Board of Directors of the Company could prolong the Subscription Period if that is required by legislation in consequence of the publication of a supplemental prospectus.

Subscription Rights

The Subscription Rights can be listed and tradable on Euronext Growth Oslo from 7 January 2022 to 19 January 2022 at 16.30 CET, underneath the ticker “FLYRT”. The Subscription Rights will therefore solely be tradable throughout half of the Subscription Period.

Persons meaning to commerce in Subscription Rights ought to be conscious that buying and selling in, and train of, Subscription Rights by holders who’re positioned in jurisdictions exterior of Norway could also be restricted or prohibited by relevant securities legal guidelines. See Section 16 “Selling and Transfer Restrictions” in the Prospectus for additional data. Subscription Rights that aren’t used to subscribe for Offer Shares earlier than the expiry of the Subscription Period on 21 January 2022 at 16.30 CET or offered earlier than 19 January 2022 at 16.30 CET could have no worth and can lapse with out compensation to the holder.

The Subscription Rights are anticipated to have financial worth if the Company’s shares commerce above the Subscription Price throughout the Subscription Period. Existing Shareholders who don’t use their Subscription Rights will expertise a dilution of their shareholding in the Company, as additional detailed in Section 15.19 “Dilution” of the Prospectus.

Subscription Price

The Subscription Price is NOK 0.95 per Offer Share.

Subscription process

Subscriptions for Offer Shares could both be made via the VPS on-line subscription system or by submitting a appropriately accomplished subscription kind to 1 of the Managers inside the Subscription Period.

Subscribers who’re residents of Norway with a Norwegian private identification quantity are inspired to subscribe for Offer Shares via the Norwegian VPS’ on-line subscription system (or by following the hyperlink on https://www.arctic.com/secno/en/offerings, https://www.carnegie.no/ongoing-prospectuses-and-offerings/ or https://www.sb1markets.no, which is able to redirect the subscriber to the VPS on-line subscription system). All on-line subscribers should confirm that they’re Norwegian residents by getting into their nationwide identification quantity (Nw.: fødselsnummer). Subscriptions made via the VPS on-line subscription system should be duly registered earlier than the expiry of the Subscription Period.

Subscribers that aren’t ready to make use of the VPS on-line subscription system should submit a appropriately accomplished subscription kind to 1 of the Managers throughout the Subscription Period. The subscription kind is connected to the Prospectus. Postal and e-mail addresses to the Managers are included in Section 15.10 “Subscription procedures” of the Prospectus.

The Underwriting

Pursuant to an underwriting settlement dated 8 November 2021, the individuals in the underwriting syndicate for the Rights Issue (the “Underwriters“) have, on a agency dedication foundation, undertaken, severally and never collectively, and in any other case on the phrases and situations set out in the underwriting settlement, to completely underwrite the Rights Issue, i.e. with an mixture quantity of NOK 250 million (the “Underwriting Obligation“).

Pursuant to the underwriting settlement, every Underwriter shall obtain an underwriting fee equal to three% of their respective underwriting obligation.

The Underwriting Obligation will expire in the occasion that the Underwriters will not be notified of any conditional allocation underneath the Underwriting Obligation inside 1 February 2022.

See Section 15.20 “The Underwriting” in the Prospectus for additional details about the Underwriters.

Financial Intermediaries

If an Existing Shareholder holds shares in the Company registered via a monetary middleman on the Record Date, the monetary middleman will typically give the Existing Shareholder particulars of the mixture quantity of Subscription Rights to which will probably be entitled. The related monetary middleman will typically provide every Existing Shareholder with this data in accordance with its common buyer relations procedures. Existing Shareholders holding their Existing Shares via a monetary middleman ought to contact the monetary middleman if they’ve acquired no data with respect to the Rights Issue.

Allocation of Offer Shares – Listing and graduation of buying and selling in the Offer Shares

Following expiry of the Subscription Period, the Offer Shares can be allotted to subscribers in accordance with the allocation precept described in Section 15.13 “Allocation of the Offer Shares” in the Prospectus. Payment for allotted Offer Shares falls due on 25 January 2022.

Subject to well timed fee of the complete subscription quantity in the Rights Issue, the Company expects that the share capital enhance pertaining to the Rights Issue can be registered with the Norwegian Register of Business Enterprises on or about 1 February 2022 and that allotted Offer Shares can be delivered to the VPS accounts of the subscribers, and be tradable on Euronext Growth Oslo, on or about the similar day.

Webcast concerning the Rights Issue

The Company will maintain a webcast concerning the Rights Issue at 11:00 (CET) on 13 January 2022. Please use the following hyperlink to the entry the webcast: https://channel.royalcast.com/landingpage/hegnarmedia/20220113_1/

For additional data, please contact:
Brede Huser, CFO
Mob: +47 99 16 99 74
E-mail: [email protected]

About Flyr

Flyr is a Norwegian based mostly low-price provider with a requirement pushed enterprise mannequin and a main give attention to the Norwegian market. The firm targets a contemporary, digital and environment friendly setup to make sure excessive operational effectivity via simplicity, optimized useful resource utilization and good use of know-how. For extra data go to www.flyr.com.

IMPORTANT NOTICE

This announcement is just not and doesn’t kind an element of any provide to promote, or a solicitation of a proposal to buy, any securities of the Company. The data contained on this announcement is for informational functions solely and doesn’t purport to be full or full. Copies of this announcement will not be being made and might not be distributed or despatched into any jurisdiction wherein such distribution could be illegal or would require registration or different measures. Any providing of the securities referred to on this announcement can be made by means of the Prospectus accepted by the Financial Supervisory Authority of Norway and revealed by the Company as additional described above. Investors mustn’t subscribe for any securities referred to on this announcement besides on the foundation of data contained in the Prospectus.

The securities referred to on this announcement haven’t been and won’t be registered underneath the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly might not be supplied or offered in the United States absent registration or an relevant exemption from the registration necessities of the Securities Act and in accordance with relevant U.S. state securities legal guidelines. The Company doesn’t intend to register any half of the providing in the United States or to conduct a public providing of securities in the United States. Any sale in the United States of the securities talked about on this announcement can be made solely to “certified institutional consumers” as outlined in Rule 144A underneath the Securities Act.

This announcement has been ready on the foundation that any provide of securities in any Member State of the European Economic Area, apart from Norway, which has applied the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (every, a “Relevant Member State”) can be made pursuant to an exemption underneath the Prospectus Regulation, as applied in that Relevant Member State, from the requirement to publish a prospectus for gives of securities. Accordingly any individual making or meaning to make any provide in that Relevant Member State of securities that are the topic of the providing contemplated on this announcement, could solely accomplish that in circumstances wherein no obligation arises for the Company or any of the Managers of the Rights Issue to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or complement a prospectus pursuant to Article 23 of the Prospectus Regulation, in every case, in relation to such provide. Neither the Company nor any of the Managers of the Rights Issue have authorised, nor do they authorise, the making of any provide of the securities via any monetary middleman, apart from gives made by the Managers which represent the closing placement of the securities contemplated on this announcement. Neither the Company nor any of the Managers of the Rights Issue have authorised, nor do they authorise, the making of any provide of securities in circumstances wherein an obligation arises for the Company or any Managers to publish or complement a prospectus for such provide.

This communication is barely being distributed to and is barely directed at individuals in the United Kingdom which are (i) funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) excessive internet value entities, and different individuals to whom this announcement could lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “related individuals”). This communication should not be acted on or relied on by individuals who will not be related individuals. Any funding or funding exercise to which this communication relates is accessible solely for related individuals and can be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it’s lawful to take action.

Matters mentioned on this announcement could represent ahead-trying statements. Forward-looking statements are statements that aren’t historic info and could also be recognized by phrases akin to “consider”, “count on”, “anticipate”, “technique”, “intends”, “estimate”, “will”, “could”, “proceed”, “ought to” and comparable expressions. The ahead-trying statements on this launch are based mostly upon numerous assumptions, many of that are based mostly, in flip, upon additional assumptions. Although the Company consider that these assumptions had been affordable when made, these assumptions are inherently topic to vital identified and unknown dangers, uncertainties, contingencies and different necessary elements that are troublesome or inconceivable to foretell, and are past their management. Actual occasions could differ considerably from any anticipated improvement as a consequence of a quantity of elements, together with with out limitation, modifications in public sector funding ranges, modifications in the basic financial, political and market situations in the markets wherein the Company operates, the Company’s skill to draw, retain and encourage certified personnel, modifications in the Company’s skill to have interaction in commercially acceptable acquisitions and strategic investments, and modifications in legal guidelines and regulation and the potential impression of authorized proceedings and actions. Such dangers, uncertainties, contingencies and different necessary elements may trigger precise occasions to vary materially from the expectations expressed or implied on this launch by such ahead-trying statements. The Company doesn’t make any assure that the assumptions underlying the ahead-trying statements on this announcement are free from errors nor does it settle for any accountability for the future accuracy of the opinions expressed on this announcement or any obligation to replace or revise the statements on this announcement to replicate subsequent occasions. You mustn’t place undue reliance on the ahead-trying statements on this announcement.

The data, opinions and ahead-trying statements contained on this announcement communicate solely as at its date, and are topic to alter with out discover. The Company doesn’t undertake any obligation to evaluate, replace, verify, or to launch publicly any revisions to any ahead-trying statements to replicate occasions that happen or circumstances that come up in relation to the content material of this announcement.

Neither the Managers of the Rights Issue nor any of their associates makes any illustration as to the accuracy or completeness of this announcement and none of them accepts any accountability for the contents of this announcement or any issues referred to herein.

This announcement is for data functions solely and isn’t to be relied upon in substitution for the train of impartial judgment. It is just not meant as funding recommendation and by no means is it for use or thought of as a proposal to promote, or a solicitation of a proposal to purchase any securities or a suggestion to purchase or promote any securities of the Company. Neither the Managers of the Rights Issue nor any of its associates accepts any legal responsibility arising from the use of this announcement.

In reference to the Rights Issue, the Managers of the Rights subject and any of their associates, performing as traders for their very own accounts, could subscribe for or buy shares and in that capability could retain, buy, promote, provide to promote or in any other case deal for their very own accounts in such shares and different securities of the Company or associated investments in reference to the Rights Issue or in any other case. Accordingly, references in any subscription supplies to the shares being issued, supplied, subscribed, acquired, positioned or in any other case dealt in ought to be learn as together with any subject or provide to, or subscription, acquisition, inserting or dealing by, such supervisor and any of their associates performing as traders for their very own accounts. The Managers don’t intend to reveal the extent of any such funding or transactions in any other case than in accordance with any authorized or regulatory obligations to take action.

The distribution of this announcement and different data could also be restricted by legislation in sure jurisdictions. Persons into whose possession this announcement or such different data ought to come are required to tell themselves about and to look at any such restrictions.

http://publish.ne.cision.com//Release/ViewReleaseHtml/04ACF891DCC592BAE0C856B0705FC7D6

(c) 2022 Cision. All rights reserved., supply Press Releases – English