Flyr AS: Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES 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.

Reference is made to the inventory trade announcement revealed by Flyr AS (the “Company”) on 4 October 2022 relating to actions to cut back money burn and to strengthen the Company’s monetary place.

Flyr AS (“Flyr” or the “Company”) has engaged Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS as joint bookrunners (collectively the “Managers”) to advise on and impact a contemplated personal placement of latest odd shares within the Company (the “New Shares”), elevating gross proceeds of NOK 430 million (the “Private Placement”). The subscription value per New Share within the Private Placement (the “Offer Price”) shall be a hard and fast value of NOK 0.01. In addition, the Board of Directors intends to suggest a subsequent providing in the direction of current shareholders unable to take part within the Private Placement, doubtlessly elevating one other NOK 100 million to the Company in gross proceeds.

Flyr has taken necessary steps to cut back money burn to organize the corporate for the difficult winter season forward. Several standard European locations will stay on provide, whereas home routes in Norway shall be diminished to a minimal. The Company will regularly improve its route providing throughout the spring and summer season of 2023.

The web proceeds from the Private Placement shall be used to re-establish the Company’s monetary place to convey the Company via the approaching winter season and to be positioned to ramp-up for the approaching spring and summer season primarily based on the Company’s marketing strategy and market assumptions. Any quantity raised within the subsequent providing, will present the corporate with further monetary buffer.

Ojada AS, an organization managed by the chairman of the Board, Erik G. Braathen, has pre-subscribed for NOK 10 million within the Private Placement.

“By implementing these measures, we shall be nicely positioned to ramp-up with full drive for the approaching spring and summer season,” mentioned the Chairman Erik G. Braathen in Flyr.

The Offer Price has been decided by the Company’s board of administrators (the “Board”) in discussions with the Managers to extend the chance of a profitable transaction contemplating i) the very strained monetary state of affairs of the Company with a near-term liquidity want, ii) difficult capital market circumstances, and iii) investor suggestions following the announcement on 4 October 2022.

The utility interval within the Private Placement will start on 3 November 2022 at 09:00 CET and shut on 8 November 2022 at 16:30 CET. The Managers and the Company could, nonetheless, at any time resolve to shut or prolong the applying interval on quick or with out discover. If the applying interval is shortened or prolonged, every other dates referred to herein could also be amended accordingly.

The Private Placement shall be directed in the direction of chosen Norwegian and worldwide traders (a) exterior the United States in reliance on Regulation S beneath the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to traders in the United States who’re “certified institutional patrons” (“QIBs”) as outlined in Rule 144A beneath the U.S. Securities Act, in every case topic to an exemption being accessible from prospectus necessities and every other submitting or registration necessities within the relevant jurisdictions and topic to different promoting restrictions. The minimal utility and allocation quantity have been set to the NOK equal of EUR 100,000 per investor. The Company could, nonetheless, at its sole discretion, allocate an quantity beneath EUR 100,000 to the extent relevant exemptions from the prospectus necessities pursuant to the Norwegian Securities Trading Act and ancillary laws can be found. Further promoting restrictions and transaction phrases will apply.

Allocation of New Shares shall be decided on or about 8 November 2022 by the Board at its sole discretion and in session with the Managers. The Board could deal with allocation standards reminiscent of (however not restricted to) current possession within the Company, timeliness of the applying, relative order dimension, sector information, perceived investor high quality and funding horizon.

First day of buying and selling of the New Shares is anticipated to be on or about 11 November 2022, however not earlier than the capital improve pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises (the “NRBE”).

The Board will name for a unprecedented basic assembly anticipated to be held on or about 10 November 2022 (the “EGM”) to think about the Private Placement and the Subsequent Offering (as outlined beneath).

The Board intends to suggest a reverse share cut up (Norwegian: “aksjespleis”) after the Private Placement with a view to assist a better buying and selling value of the share.

Settlement and circumstances

Settlement of the New Shares is anticipated to happen on a supply versus fee (DVP) foundation on or about 14 November 2022. DVP settlement of the New Shares is anticipated to be facilitated by a prepayment settlement between the Company and the Managers, nonetheless, the allotted New Shares is not going to be delivered to the related applicant earlier than the registration of the capital improve pertaining to the New Shares with the NRBE has taken place. The New Shares allotted to traders shall be tradeable on Euronext Growth Oslo following a inventory trade announcement by the Company saying the registration of the share capital improve pertaining to the New Shares within the NRBE.

Completion of the Private Placement is topic to the next circumstances (collectively, the “Conditions”): (i) the company resolutions of the Company required to implement the Private Placement, together with the approval of the Private Placement by the EGM and (ii) registration of the capital improve pertaining to the New Shares within the NRBE and the New Shares being validly issued and registered within the VPS.

The Company has thought-about the Private Placement in mild of the equal remedy obligations beneath the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and considering the numerous dilution for the prevailing shareholders not collaborating within the Private Placement. The Board is of the opinion that the waiver of the preferential rights inherent in a personal placement, bearing in mind the very strained monetary state of affairs of the Company and the difficult capital markets circumstances and choices accessible for the Company, that the Private Placement is critical for the Company, and as such within the frequent curiosity of Company and its shareholders. In order to restrict the dilutive impact of the Private Placement, the Board will suggest that the EGM resolves a subsequent providing on the phrases talked about beneath, and the Board may even search to prioritize current shareholders within the allocation of shares within the Private Placement.  

Subsequent providing

Subject to, inter alia, completion of the Private Placement, approval by the EGM and prevailing market value of the Company’s shares, the Board will perform a subsequent providing elevating gross proceeds of as much as NOK 100 million (the “Subsequent Offering”) on the identical value per share because the Offer Price. The Subsequent Offering shall be directed in the direction of current shareholders within the Company as of 8 November 2022 (as registered with the VPS two buying and selling days thereafter) who (i) weren’t allotted New Shares within the Private Placement, and (ii) are usually not resident in a jurisdiction the place such providing could be illegal, or would (in jurisdictions apart from Norway) require any prospectus submitting, registration or comparable motion.

Investor Presentation

An up to date investor presentation may be discovered on the IR-pages of the Company on the next hyperlink: https://flyr.com/reports-and-presentations

In reference to the Private Placement, the Company will maintain an investor presentation on Friday 4 November 2022 at 10:00 CET. In order to attend the investor presentation, please contact the Company or one of many Managers.

Arctic Securities AS
+47 22 93 72 42

Carnegie AS:
+47 22 00 93 40

SpareBank 1 Markets AS
+47 24 14 74 70

Advisors

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS act as Joint Bookrunners within the Private Placement.

For additional info, please contact:

Brede Huser, Chief Financial Officer

Phone: +47 99 16 99 74

Email: [email protected]

About Flyr

Flyr is a Norwegian primarily based low-cost provider with a requirement pushed enterprise mannequin and a main deal with 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 sensible use of expertise. Flyr AS is listed at Euronext Growth beneath the ticker FLYR.

This info is taken into account to be inside info pursuant to the EU Market Abuse Regulation.  This inventory trade launch was revealed by Brede Huser, Chief Financial Officer on the time and date supplied.

Important info

The launch isn’t for publication or distribution, in entire or partly immediately or not directly, in or into Australia, Canada, Japan Hong Kong or the United States (together with its territories and possessions, any state of the United States and the District of Columbia). This launch is an announcement issued pursuant to authorized info obligations and is topic to the disclosure necessities of part 5-12 of the Norwegian Securities Trading Act. It is issued for info functions solely and doesn’t represent or type a part of any provide or solicitation to buy or subscribe for securities, in the United States or in every other jurisdiction. The securities talked about herein haven’t been, and won’t be, registered beneath the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities is probably not provided or bought in the United States besides pursuant to an exemption from the registration necessities of the US Securities Act. The Company doesn’t intend to register any portion of any providing of the securities in the United States or to conduct a public providing of the securities in the United States. Copies of this announcement are usually not being made and is probably not distributed or despatched into Australia, Canada, Japan or the United States.

The challenge, subscription or buy of shares within the Company is topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither the Company nor the Managers assume any accountability within the occasion there’s a violation by any individual of such restrictions. The distribution of this launch could in sure jurisdictions be restricted by regulation. Persons into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions could represent a violation of the securities legal guidelines of any such jurisdiction.

The Managers are appearing for the Company and nobody else in reference to the potential Private Placement within the Company, and won’t be accountable to anybody apart from the Company offering the protections afforded to their respective purchasers or for offering recommendation in relation to the Private Placement and/or every other matter referred to on this launch.

Forward-looking statements: This launch and any supplies distributed in reference to this launch could comprise sure forward-looking statements. By their nature, forward-looking statements contain threat and uncertainty as a result of they mirror the Company’s present expectations and assumptions as to future occasions and circumstances that will not show correct. Numerous materials elements might trigger precise outcomes and developments to vary materially from these expressed or implied by these forward-looking statements.

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