Norse Atlantic ASA: Successful completion of private placement

25 Nov 2022 00:46 CET

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.

Arendal, 25 November 2022: Reference is made to the stock exchange notice from
Norse Atlantic ASA ("Norse" or the "Company") published on 24 November 2022
regarding a contemplated fully underwritten private placement of 120,000,000 new
ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of
NOK 300 million (approximately USD 30 million) (the "Offer Size") (the "Private
Placement").

The Company is pleased to announce that the Private Placement has been
successfully placed and will raise gross proceeds of NOK 300 million
(approximately USD 30 million), through the conditional allocation of
120,000,000 Offer Shares at a price per Offer Share of NOK 2.50 (the "Offer
Price"). The Private Placement attracted strong interest from high quality
investors in Norway and internationally and was significantly oversubscribed.

The Private Placement is managed by Pareto Securities AS and SpareBank 1 Markets
AS (together, the "Managers").

The net proceeds from the Private Placement will be used to maintain a targeted
cash buffer following a requirement from UK air authorities to invest USD 46
million for use only by the Company's wholly owned UK Subsidiary Norse Atlantic
UK, in order to enable Norse to operate and increase the number of flights
operating from the UK (specifically London Gatwick) to the US, as well as for
general corporate purposes.

BT Larsen & Co Ltd (the largest shareholder currently directly owning 12.82% of
the Company), had pre-committed to subscribe for NOK 203 million in the Private
Placement, however, due to the strong demand in the Private Placement, BT Larsen
& Co Ltd was scaled back to an allocation of approximately NOK 93 million (~31%
of the Private Placement) in order to improve the overall free float in the
Company.

The Private Placement was fully underwritten at the Offer Price by certain new
investors and existing shareholders in the Company pursuant to an underwriting
agreement between the underwriters and the Company (the "UWA").

The underwriters and the pre-committed shareholders will receive a 7%
underwriting commission based on the sum of their commitment (i.e. a total of
NOK 21 million). The Company's obligation to pay the underwriting commission
will be settled by issuance of 8,400,000 new shares (the "UWC Shares") to be
issued in connection with the Private Placement at the Offer Price, subject to
approval by the EGM (as defined below).

The following persons discharging managerial responsibilities and their close
associates have been allocated Offer Shares and UWC Shares in the Private
Placement:

· BT Larsen & Co Ltd, the largest shareholder and close associate of the
Company's CEO and primary insider Bjørn Tore Larsen, was allocated 37,208,000
Offer Shares and will subscribe 5,684,000 UWC Shares;

· Observatorie Invest AS, a close associate of board member and primary
insider Bjørn Kjos, was allocated 2,000,000 Offer Shares and will subscribe
140,000 UWC Shares;

· GS Consulting AS, a close associate of the Company's Chief Technology
Officer and primary insider Gisle Stavland, was allocated 400,000 Offer Shares;

· Alltid Alt AS, a close associate of the Company's Chief Cultural Officer and
primary insider Kristin Berthelsen, was allocated 360,000 Offer Shares;

· Bosel AS, a close associate of the Company's Chief Financial Officer and
primary insider Ben Boiling, was allocated 40,000 Offer Shares; and

· Yngve Carlsen, SVP Cargo/Charter & new projects and primary insider was
allocated 40,000 Offer Shares.

Detailed statutory information on the above trades will be disclosed separately
following approval of the Private Placement by the EGM.

In connection with the Private Placement, 6 month lock-ups have been agreed for
the Company, the Company's management and the Company's board of directors  (the
"Board"), subject to customary exemptions. The underwriter BT Larsen & Co Ltd
has also agreed to a 6 month lock-up period in connection with the Private
Placement, subject to customary exemptions.

Following registration of the share capital increases pertaining to the Private
Placement (incl. the issuances of Offer Shares and UWC Shares and an ancillary
share capital decrease by reduction of the nominal value per share from NOK 3 to
NOK 1.25), the Company will have a share capital of NOK 257,605,392 divided into
206,084,314 shares, each with a nominal value of NOK 1.25.

Settlement of the Offer Shares is expected to take place on a delivery versus
payment (DVP) basis on or about 14 December 2022. DVP settlement of the Offer
Shares will be facilitated by a pre-payment agreement between the Company and
the Managers (the "Pre-Payment Agreement"). However, the allocated Offer Shares
will not be delivered to the relevant applicant before the registration of the
capital increase pertaining to the Offer Shares with the Norwegian Register of
Business Enterprises (the "NRBE") has been carried out. The Offer Shares
allocated to investors will be tradeable on Euronext Growth Oslo following a
stock exchange announcement by the Company announcing the registration of the
share capital increase pertaining to the Offer Shares in the NRBE. First day of
trading of the Offer Shares is expected to be on or about 12 December 2022.

The completion of the Private Placement is subject to, inter alia, the following
conditions (jointly, the "Conditions"): (i) an extraordinary general meeting
(the "EGM", to be held on or about 9 December 2022) in the Company resolving to
approve the Private Placement and issue the Offer Shares and UWC Shares and
ancillary corporate resolutions to implement the Private Placement, hereunder a
capital decrease by reduction of the nominal value per share and grant of an
authorisation to the Board to carry out the Subsequent Offering (as defined
below), (ii) each of the Pre-Payment Agreement and the UWA remaining unmodified
and in full force and effect and (iii) the share capital increase pertaining to
the issuance of the allocated Offer Shares and UWC Shares being validly
registered with the NBRE and validly issued and registered in the VPS. No
guarantee can be given that the required corporate resolutions will be passed.

Applicants who have been allocated Offer Shares in the Private Placement and who
hold shares in the Company as of the date of the EGM have undertaken to vote in
favour of, or give a voting proxy to be used in favour of, the approval of the
Private Placement and abovementioned corporate resolutions at the EGM.

The Private Placement has been considered by the Board in light of the equal
treatment obligations under section 3.1 of the Euronext Growth Rule Book Part II
and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that it is
in compliance with these requirements and guidelines. The issuance of the Offer
Shares is carried out as a private placement to maintain a targeted cash buffer
following a requirement by UK air authorities to invest USD 46 million for use
only by the Company's wholly owned UK subsidiary Norse Atlantic UK, in order to
enable Norse to operate and increase the number of flights operating from the UK
to the US, as well as to fund general corporate purposes. By structuring the
equity raise as a private placement, the Company was able to raise capital
quickly and in an efficient manner. Furthermore, the Company has conducted an
investor pre-sounding process with existing and new investors to obtain the best
possible terms for the Private Placement. In order to limit the dilutive effect
of the Private Placement and to facilitate equal treatment, the Board will
propose to the EGM, to carry out a subsequent offering directed towards
shareholders who were not participating in the Private Placement at the Offer
Price (see details below) (the "Subsequent Offering"). The Private Placement and
ancillary corporate resolutions, hereunder the approval of the Subsequent
Offering and issuance of the UWC Shares, are subject to approval by the EGM. On
the basis of the above, and an assessment of the current equity markets as
advised by the Managers, the Company's need for funding, deal execution risk and
available alternatives, the Board is of the opinion that the waiver of the
preferential rights inherent in the Private Placement is in the common interest
of the Company and its shareholders.

The Company has, subject to completion of the Private Placement, approval by the
EGM and certain other conditions, resolved to carry out a subsequent offering of
up to 60 000 000 new shares at the Offer Price (the "Subsequent Offering"),
which, subject to applicable securities law, will be directed towards existing
eligible shareholders in the Company as of 24 November 2022 (as registered with
the VPS two trading days thereafter) who (i) were not included in the wall
-crossing phase of the Private Placement, (ii) were not allocated Offer Shares
in the Private Placement, and (ii) 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. Completion of the
Subsequent Offering will be subject to (i) completion of the Private Placement,
(ii) relevant corporate resolutions including approval by the Board and the EGM,
including a resolution by the EGM to grant the Board an authorisation to issue
the new shares in the Subsequent Offering, (iii) prevailing market price of the
Company's shares, including the trading price of the Company's shares exceeding
the Offer Price and (iv) the approval and publication of an offering prospectus
approved by the Financial Supervisory Authority of Norway, which will be issued
as soon as practical following completion of the Private Placement. The
subscription period for the Subsequent Offering will commence as soon as
possible following the publication of such prospectus. The Company reserves the
right, in its sole discretion, to cancel the Subsequent Offering.

A separate stock exchange notice will be made on key information for the
Subsequent Offering.

Advisors

Pareto Securities AS and SpareBank 1 Markets AS act as joint bookrunners in the
Private Placement. Wikborg Rein Advokatfirma AS acts as legal counsel to the
Company, and Advokatfirmaet Wiersholm AS acts as legal counsel to the Managers
in connection with the Private Placement.

For further information, please contact:

Ben Boiling, Chief Financial Officer

Phone: +47 912 40 945

Email: ben.boiling@flynorse.com

About Norse

Norse is a new airline that offers affordable fares on long-haul flights,
primarily between Europe and the United States. The company was founded by CEO
and major shareholder Bjørn Tore Larsen in March 2021. Norse has a fleet of 15
modern, fuel-efficient and more environmentally friendly Boeing 787 Dreamliners
that will serve destinations including New York, Los Angeles, Fort Lauderdale,
Orlando, Oslo, London, Berlin and Paris. The company's first flight took off
from Oslo to New York on June 14, 2022.

This stock exchange release was published by Ben Boiling on the time and date
provided.

IMPORTANT INFORMATION

The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan, Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). This release is an announcement issued
pursuant to legal information obligations and is subject to the disclosure
requirements of section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only and does not constitute or form part of any
offer or solicitation to purchase or subscribe for securities, in the United
States or in any other jurisdiction. The securities mentioned herein have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act"). The securities may not be offered or
sold in the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. The Company does not intend to register
any portion of any offering of the securities in the United States or to conduct
a public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the
potential Private Placement in the Company, and will not be responsible to
anyone other than the Company providing the protections afforded to their
respective clients or for providing advice in relation to the Private Placement
and/or any other matter referred to in this release.

Neither the Managers nor any of their respective affiliates make any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.

This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.

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