Flyr AS: Updated terms of the contemplated capital raise

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 alternate announcement revealed by Flyr AS (“Flyr” or the “Company”) on 8 November 2022 concerning the expiry of the subscription interval for the contemplated personal placement.

The board of administrators of the Company have evaluated the proposal for an alternate transaction construction from a mix of present and new skilled buyers, and is of the opinion that that is in the finest curiosity of the Company and its shareholders.

The Company contemplates a capital raise to probably raise gross proceeds of as much as NOK 700 million by means of issuance of as much as 70,000,000,000 new shares at a subscription worth of NOK 0.01 per share (the “Offer Price”), comprising of the following parts:

1. A contemplated personal placement of new abnormal shares in the Company (the “New Shares”), elevating gross proceeds of NOK 250 million (the “Private Placement”)
2. A subsequent providing of new abnormal shares in the Company in the direction of present shareholders unable to take part in the Private Placement elevating gross proceeds of as much as NOK 100 million (the “Subsequent Offering”)
3. An allocation of one subscription proper for every new share allotted to buyers collaborating in the Private Placement that may be exercised partially or totally 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 one subscription proper for every new share allotted to buyers collaborating in 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 web proceeds from the Private Placement will likely be used to re-establish the Company’s monetary place to carry the Company by means 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 coming spring and summer season based mostly 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 finish of Q1 2023 by means of the Subsequent Offering and any proceeds from the train of Subscription Rights. If the Company fails to raise this extra new capital by the finish of Q1 2023, the Company could not be capable to maintain its future operations.

The Private Placement

The software interval in the Private Placement will start on 9 November 2022 at 09:00 CET and shut on 10 November 2022 at 16:30 CET. The Managers and the Company could, nonetheless, at any time resolve to shut or lengthen the software interval on quick or with out discover. If the software interval is shortened or prolonged, some other dates referred to herein could also be amended accordingly.

The Private Placement will likely be directed in the direction of chosen Norwegian and worldwide buyers (a) exterior the United States in reliance on Regulation S underneath the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to buyers in the United States who’re “certified institutional consumers” (“QIBs”) as outlined in Rule 144A underneath the U.S. Securities Act, in every case topic to an exemption being out there from prospectus necessities and some other submitting or registration necessities in the relevant jurisdictions and topic to different promoting restrictions. The minimal software 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 under 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 terms will apply.

Allocation of New Shares will likely be decided on or about 10 November 2022 by the Board at its sole discretion and in session with the Managers. The Board could deal with allocation standards similar to (however not restricted to) present possession in the Company, timeliness of the software, relative order dimension, sector information, perceived investor high quality and funding horizon.

First day of buying and selling of the New Shares is predicted to be on or about 17 November 2022, however not earlier than the capital enhance pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises (the “NRBE”).

The Board will name for a rare normal assembly anticipated to be held on or about 16 November 2022 (the “EGM”) to contemplate the Private Placement, the Subsequent Offering, and the issuance of the Subscription Rights. The extraordinary normal assembly initially scheduled for 10 November 2022 is cancelled.

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

Settlement and situations

Settlement of the New Shares is predicted to happen on a supply versus fee (DVP) foundation on or about 21 November 2022. DVP settlement of the New Shares is predicted 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 enhance pertaining to the New Shares with the NRBE has taken place. The New Shares allotted to buyers will likely be tradeable on Euronext Growth Oslo following a inventory alternate announcement by the Company saying the registration of the share capital enhance pertaining to the New Shares in the NRBE.

Completion of the Private Placement is topic to the following 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 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 enhance pertaining to the New Shares in the NRBE and the New Shares being validly issued and registered in the VPS.

The Company has thought of the Private Placement and the issuance of Subscription Rights to individuals in the Private Placement in gentle of the equal remedy obligations underneath the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and bearing in mind the vital dilution for the present shareholders not collaborating in 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 individuals in the Private Placement, bearing in mind the very strained monetary state of affairs of the Company and the difficult capital markets situations and choices out there for the Company, that the Private Placement is critical for the Company, and as such in the widespread 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 the Subsequent Offering and the issuance of subscription rights to individuals in the Subsequent Offering on the terms talked about under, and the Board may also search to prioritize present shareholders in the allocation of shares in the Private Placement.  

Subsequent providing

Subject to, inter alia, completion of the Private Placement, an authorization by the EGM to hold out the share capital enhance pertaining to the Subsequent Offering, and prevailing market worth of the Company’s shares, the Board will perform the Subsequent Offering at the similar worth per share as the Offer Price. The Subsequent Offering will likely be directed in the direction of present shareholders in 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 in the Private Placement, and (ii) should not resident in a jurisdiction the place such providing can be illegal, or would (in jurisdictions apart from Norway) require any prospectus submitting, registration or related motion. Participants in the Subsequent Offering are additionally anticipated to be granted subscription rights.

Investor Presentation

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

Arctic Securities AS
+47 21 01 30 70

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 in 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 based mostly low-cost service with a requirement pushed enterprise mannequin and a major deal with the Norwegian market. The firm targets a contemporary, digital, and environment friendly setup to make sure excessive operational effectivity by means of simplicity, optimized useful resource utilization and good use of know-how. Flyr AS is listed at Euronext Growth underneath the ticker FLYR.

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

Important info

The launch just isn’t for publication or distribution, in complete or partially 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 half of any supply 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 underneath the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities might not be supplied or offered 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 concern, subscription or buy of shares in the Company is topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither the Company nor the Managers assume any duty in the occasion there’s a violation by any individual of such restrictions. The distribution of this launch could in sure jurisdictions be restricted by legislation. 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 performing for the Company and nobody else in reference to the potential Private Placement in the Company, and won’t be accountable to anybody apart 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 comprise 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 quantity 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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