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 stock exchange notice from Havila Kystruten AS (“Havila Kystruten ” or the “Company”) on 19 July 2023 with key information in relation to a subsequent offering (the “Subsequent Offering”) of up to 60,000,000 new shares (the “Offer Shares”) at a subscription price of NOK 1 per share (the “Offer Price”). The Offer Price is similar to the offer price in the private placement of new shares that was successfully placed on 18 July 2023 (the “Private Placement”).
The Company has resolved to proceed with the Subsequent Offering, which may raise total gross proceeds of up to NOK 60,000,000. The Subsequent Offering will be directed towards existing shareholders in the Company as of the end of trading on 18 July 2023, as registered in Euronext Securities Oslo (“VPS”) on 20 July 2023 (the “Record Date”), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”).
Each Eligible Shareholder will be granted 4 non-transferable subscription rights for each existing share registered as held by such Eligible Shareholder as of the Record Date. Each subscription right will give the right to subscribe for, and be allocated, one (1) share in the Subsequent Offering. Over-subscription is permitted, but the Subsequent Offering is limited to 60,000,000 shares. Subscription without subscription rights is not permitted. Subscription rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The subscription period for the Subsequent Offering commences on 11 September 2023 at 09:00 CEST and ends on 22 September 2023 at 16:30 CEST (the “Subscription Period”).
The Company, in consultation with the Managers (as defined below), reserves the right to extend the Subscription Period for the Subsequent Offering at any time and without any prior written notice and at its sole discretion. The terms and conditions for the Subsequent Offering are set out in a national prospectus prepared by the Company in accordance with the rules in the Securities Trading Act chapter 7 (the “Prospectus”). The Prospectus is available at the websites of the Managers.
The due date for payment of the Offer Shares is expected to be on 27 September 2023. The Offer Shares will, after registration of the share capital increase in the Norwegian Register of Business Enterprises pertaining to the Offer Shares, be registered in the VPS in book-entry form and are expected to be delivered to the applicant’s VPS account on or about 2 October 2023. The Offer Shares will have equal rights and rank pari passu with the Company’s other shares. Completion of the Subsequent Offering is subject to (i) all necessary corporate resolutions being validly made by the Company, including the board of directors resolving to consummate the Subsequent Offering and issue and allocate the Offer Shares based on the authorization granted by the extraordinary general meeting of the Company held on 20 July 2023, and (ii) registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises and delivery of the Offer Shares to the subscribers in the VPS.
Arctic Securities AS, Fearnley Securities AS, and Nordea Bank Abp, filial i Norge, are acting as managers for the Subsequent Offering (the “Managers”). Advokatfirmaet Wikborg Rein is acting as legal counsel to the Company.
Chief executive officer Bent Martini, + 47 905 99 650
Chief financial officer Arne Johan Dale, +47 909 87 706