Havila Kystruten AS: Private placement successfully placed

21 Dec 2022 23:14 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.


Reference is made to the stock exchange release by Havila Kystruten AS ("Havila
Kystruten" or the "Company") on 21 December 2022 regarding the intention to
carry out a private placement (the "Private Placement") of new shares in the
Company.

Following close of the bookbuilding period, the Company is pleased to announce
that the Private Placement has been successfully placed, and that its Board of
Directors (the "Board") has allocated subscriptions for 25,000,000 offer shares
(the "Offer Shares") at a subscription price per share of NOK 12 (the "Offer
Price"), raising NOK 300 million in gross proceeds. The placement was
oversubscribed by existing shareholders and new investors.

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 to issue the Offer Shares. Following such EGM, the Managers (as defined
below) 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.

Notification of conditional allocation, including settlement instructions, are
expected to be distributed by the Managers on or about 22 December 2022, with
settlement on or about 3 January 2023.

The following persons discharging managerial responsibilities ("PDMRs") and
close associates to PDMRs have been allocated  the following number of Offer
Shares in the Private Placement at the same terms as other investors:

Havila Holding AS, a company under the control of the Company's chairman Per
Sævik and the directors Hege Sævik Rabben, Njål Sævik and Vegard Sævik, has been
allocated 15,108,333 Offer Shares. Following the transaction, Havila Holding AS
will own 45,108,333 shares in the Company representing approx. 60.4% of the
issued share capital after completion of the Private Placement.

Subsequent offering and equal treatment considerations
The Board will propose to the EGM to carry out a subsequent offering of up to
4,000,000 shares at a subscription price equal to the Offer Price raising gross
proceeds of up to NOK 48,000,000 to its existing shareholders as of close of
trading 21 December 2022, as subsequently recorded in the VPS on 23 December
2022, who were not allocated shares in the Private Placement and who 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. Such shareholders will be granted non-tradable subscription
rights to subscribe for, and, upon subscription, be allocated new shares. The
subsequent offering is subject to approval of the EGM.

The Board, together with the Company's management and the Managers, has
considered various transaction alternatives to secure new financing. Based on an
overall assessment, considering inter alia the need for funding, execution risk
and possible alternatives, the Board has on the basis of careful considerations
decided that the Private Placement is the alternative that best protects the
Company's and the shareholders' joint interests. By structuring the transaction
as a private placement with a subsequent offering, the Company was able to raise
capital in an efficient manner with significantly lower completion risks
compared to a rights issue. Thus, the waiver of the preferential rights inherent
in a share capital increase through issuance of new shares is considered
necessary.

Arctic Securities AS, Fearnley Securities AS and SpareBank1 Markets AS acted as
Managers for the Private Placement. Wikborg Rein Advokatfirma AS acted as legal
counsel to Havila Kystruten AS. Advokatfirmaet Thommessen AS acted as legal
counsel to the Managers.

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 23:15 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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