Flyr AS: Private Placement Successfully Placed

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 launch from Flyr AS (“Flyr” or the “Company”) revealed on 9 November 2022 concerning up to date phrases of the contemplated capital increase to doubtlessly increase gross proceeds of as much as NOK 700 million by way of issuance of as much as 70,000,000,000 new shares at a subscription value of NOK 0.01 per share (the “Offer Price”), comprising of the next components:

1. A contemplated non-public placement of latest odd shares within the Company (the “New Shares”), elevating gross proceeds of NOK 250 million (the “Private Placement”)
2. A subsequent providing of latest odd shares within the Company in direction of present shareholders unable to take part within the Private Placement elevating gross proceeds of as much as NOK 100 million (the “Subsequent Offering”)
3. An allocation of 1 subscription proper for every new share allotted to buyers collaborating within the Private Placement that may be exercised partially or absolutely on 31 January 2023, 28 February 2023, or 31 March 2023, elevating gross proceeds of as much as NOK 250 million
4. An allocation of 1 subscription proper for every new share allotted to buyers collaborating within the Subsequent Offering that may be exercised on 31 March 2023, elevating gross proceeds of as much as NOK 100 million (the subscription rights in merchandise iii) and iv) collectively known as the “Subscription Rights”).

The Company is happy to announce that it has conditionally raised NOK 250 million in gross proceeds within the Private Placement by way of the conditional allocation of 25,000,000,000 new shares (the “New Shares”), at a value per share of NOK 0.01. The Company has additional conditionally allotted 25,000,000,000 of the Subscription Rights to the buyers having been allotted New Shares within the Private Placement. The Private Placement attracted robust curiosity from top quality buyers in Norway and internationally and was considerably over-subscribed.

The web proceeds from the Private Placement shall be used to re-establish the Company’s monetary place to convey the Company by way of Q1 2023, whereas the Subsequent Offering and any proceeds from the train of Subscription Rights will allow the Company to be positioned to ramp-up for the approaching spring and summer time primarily based on the Company’s marketing strategy and market assumptions. The proceeds from the Private Placement is not going to make room for fee of Emission Trading System quotas (EU ETS) in April 2023 or the required buffer capital for the Company’s operations in Q2 2023. Accordingly, the Company would require extra capital to be raised by the top of Q1 2023 by way of the Subsequent Offering and any proceeds from the train of Subscription Rights. If the Company fails to lift this extra new capital by the top of Q1 2023, the Company could not be capable to maintain its future operations.

Completion of the Private Placement is topic to the next situations (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 extraordinary basic assembly convened on 16 September 2022 (the “EGM”), (ii) the EGM approving the issuance of the Subscription Rights in addition to to grant the board of administrators an authorization to hold out the Subsequent Offering, and (iii) 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.

First day of buying and selling of the New Shares is anticipated to be on or about 17 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”).

Settlement of the New Shares is anticipated to happen on a supply versus fee (DVP) foundation on or about 21 November 2022. DVP settlement of the New Shares is anticipated to be facilitated by a prepayment settlement between the Company and the Managers, nevertheless, 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 buyers 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.

Following registration of the brand new share capital of the Private Placement, the Company can have a share capital of NOK 51,266,039.33 divided into 25,633,019,667 shares, every with a par worth of NOK 0.002.

The Company has thought of the Private Placement and the issuance of Subscription Rights to contributors within the Private Placement in mild of the equal remedy obligations beneath the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and making an allowance for 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 and the issuance of the Subscription Rights to contributors within the Private Placement, considering the very strained monetary scenario of the Company and the difficult capital markets situations and choices obtainable for the Company, that the Private Placement is important for the Company, and as such in one of the best curiosity of the Company and its shareholders. In order to restrict the dilutive impact of the Private Placement, the Board has proposed that the EGM resolves the Subsequent Offering and the issuance of subscription rights to contributors within the Subsequent Offering.

Subject to, inter alia, completion of the Private Placement, an authorization by the EGM to hold out the share capital improve pertaining to the Subsequent Offering, the publication of an providing prospectus, and prevailing market value of the Company’s shares, the Board will perform the Subsequent Offering on the identical value per share because the Offer Price. The Subsequent Offering shall be directed in direction of present shareholders within the Company as of 10 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) should not resident in a jurisdiction the place such providing could be illegal, or would (in jurisdictions aside from Norway) require any prospectus submitting, registration or comparable motion. Participants within the Subsequent Offering are additionally anticipated to be granted subscription rights.

The following individuals discharging managerial tasks and shut associates have been allotted New Shares within the Private Placement:

•   Erik G. Braathen was allotted 1,000,000,000 New Shares through Ojada AS

Advisors

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

For additional data, 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 service 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 by way of simplicity, optimized useful resource utilization and sensible use of know-how. Flyr AS is listed at Euronext Growth beneath the ticker FLYR.

This inventory trade launch was revealed by Brede Huser, Chief Financial Officer on the time and date supplied.

Important data

The launch isn’t for publication or distribution, in entire or partly instantly 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 data obligations and is topic to the disclosure necessities of part 5-12 of the Norwegian Securities Trading Act. It is issued for data 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 some 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 might not be supplied 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 should not being made and might not be distributed or despatched into Australia, Canada, Japan or the United States.

The situation, 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 duty within the occasion there’s a violation by any particular person 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 aside from the Company offering the protections afforded to their respective shoppers or for offering recommendation in relation to the Private Placement and/or some other matter referred to on this launch.

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

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