Havila Kystruten AS : Contemplated private placement

21 Dec 2022 16:31 CET

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

Havila Kystruten AS ("Havila Kystruten" or the "Company") has engaged Arctic
Securities AS, Fearnley Securities AS and SpareBank 1 Markets AS as joint
bookrunners (jointly the "Managers") to
advise on and effect a contemplated private placement of new ordinary shares in
the Company (the "New Shares"), raising gross proceeds of NOK 250-300 million
(the "Private Placement"). The offer price ("Offer Price") and the number of new
shares to be issued will be determined by the Company's board of directors (the
"Board") in consultation with the Managers following an accelerated bookbuilding
process.

The net proceeds from the Private Placement will be used as working capital to
secure liquidity for the operations until the tourism season next year, in
addition to liquidity to satisfy the expected minimum cash covenant related to
the new financing under discussion.

Havila Holding AS (the Company's largest shareholder owning 60.42%) has pre-
committed to subscribe for NOK 181.3 million in the Private Placement.

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and the prospectus regulation 2017/119 and ancillary
regulations, are available.

The application period for the Private Placement commences today, on 21 December
2022 at 16:30 CET, and is expected to close no later than 22 December 2022 at
08:00 CET. The Company, after consultation with the Managers, reserves the right
to at any time and in its sole discretion close or extend the application
period. If the application period is shortened or extended, other dates referred
to herein may be changed correspondingly.

Allocation of the shares in the Private Placement will be determined after the
expiry of the application period, and the final allocation will be made by the
Board at its sole discretion, following advice from the Managers. Settlement is
subject to any shortening or extensions of the bookbuilding period and
satisfaction of the Conditions (as defined below).

Completion of the Private Placement is subject to the corporate resolutions of
the Company required to implement the Private Placement, including a resolution
of an extraordinary general meeting ("EGM") expected to be held on 29 December
2022. Following such EGM, the Managers will pre-pay the total subscription
amount in the Private Placement for investors other than Havila Holding AS
(being the number of Offer Shares allocated to investors other than Havila
Holding AS, multiplied by the Offer Price) in order to facilitate delivery-vs-
payment settlement, however, the allocated Offer Shares will not be delivered
to, nor will they be tradable by, the relevant applicant before the registration
of the share capital increase pertaining to the Offer Shares has taken place.

The Company has considered the Private Placement in light of the equal treatment
obligations under applicable regulations and is of the opinion that the waiver
of the preferential rights inherent in a private placement, taking into
consideration the time, costs and risk of alternative methods of the securing
the desired funding, is in the common interest of the shareholders of the
Company.

The Company may, subject to completion of the Private Placement, and certain
other conditions, resolve to carry out a subsequent repair offering (the
"Subsequent Offering") of new shares at the Offer Price in the Private Placement
which, subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 21 December 2022 (as registered in the VPS two
trading days thereafter), who (i) 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. Launch of a Subsequent
Offering will require approval by the EGM of the Company and may also require
publication of a prospectus to be prepared by the Company. The Company reserves
the right in its sole discretion to not conduct or to cancel any Subsequent
Offering.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation.

This stock exchange announcement was published by Arne Johan Dale, CFO of Havila
Kystruten AS, on 21 December 2022 at 16:30 CET.

Important information:

The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan 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 of the disclosure requirements
pursuant to 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 the 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.

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
Private Placement 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.

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.

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