NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Reference is made to the stock exchange release from
- A contemplated private placement of new ordinary shares in the Company (the "New Shares"), raising gross proceeds of
NOK 250 million (the "Private Placement") -
A subsequent offering of new ordinary shares in the Company towards existing shareholders unable to participate in the Private Placement raising gross proceeds of up to
NOK 100 million (the "Subsequent Offering") -
An allocation of one subscription right for each new share allocated to investors participating in the Private Placement that can be exercised partially or fully on
31 January 2023 ,28 February 2023 , or31 March 2023 , raising gross proceeds of up toNOK 250 million -
An allocation of one subscription right for each new share allocated to investors participating in the Subsequent Offering that can be exercised on
31 March 2023 , raising gross proceeds of up toNOK 100 million (the subscription rights in item iii) and iv) together referred to as the "Subscription Rights").
The Company is pleased to announce that it has conditionally raised
The net proceeds from the Private Placement will be used to re-establish the Company's financial position to bring the Company through Q1 2023, while the Subsequent Offering and any proceeds from the exercise of Subscription Rights will enable the Company to be positioned to ramp-up for the coming spring and summer based on the Company's business plan and market assumptions. The proceeds from the Private Placement will not make room for payment of Emission Trading System quotas (
Completion of the Private Placement is subject to the following conditions (jointly, the "Conditions"): (i) the corporate resolutions of the Company required to implement the Private Placement, including the approval of the Private Placement by the extraordinary general meeting convened on
First day of trading of the New Shares is expected to be on or about
Settlement of the New Shares is expected to take place on a delivery versus payment (DVP) basis on or about
Following registration of the new share capital of the Private Placement, the Company will have a share capital of
The Company has considered the Private Placement and the issuance of Subscription Rights to participants in the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and taking into account the significant dilution for the existing shareholders not participating in the Private Placement. The Board is of the opinion that the waiver of the preferential rights inherent in a private placement and the issuance of the Subscription Rights to participants in the Private Placement, taking into consideration the very strained financial situation of the Company and the challenging capital markets conditions and options available for the Company, that the Private Placement is necessary for the Company, and as such in the best interest of the Company and its shareholders. In order to limit the dilutive effect of the Private Placement, the Board has proposed that the EGM resolves the Subsequent Offering and the issuance of subscription rights to participants in the Subsequent Offering.
Subject to, inter alia, completion of the Private Placement, an authorization by the EGM to carry out the share capital increase pertaining to the Subsequent Offering, the publication of an offering prospectus, and prevailing market price of the Company's shares, the Board will carry out the Subsequent Offering at the same price per share as the Offer Price. The Subsequent Offering will be directed towards existing shareholders in the Company as of
The following persons discharging managerial responsibilities and close associates have been allocated New Shares in the Private Placement:
-
Erik G. Braathen was allocated 1,000,000,000 New Shares via Ojada AS
Advisors
For further information, please contact:
Brede Huser, Chief Financial Officer
Phone: +47 99 16 99 74
Email: brede.huser@flyr.com
About Flyr
Flyr is a Norwegian based low-cost carrier with a demand driven business model and a primary focus on the Norwegian market. The company targets a modern, digital, and efficient setup to ensure high operational efficiency through simplicity, optimized resource utilization and smart use of technology.
This
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into
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.
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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