Flyr AS - Start of subscription period for the Rights Issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH 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 previous stock exchange announcements from Flyr AS ("Flyr" or the "Company") regarding a fully underwritten rights issue of 263,157,894 new shares in the Company (the "Offer Shares"), raising gross proceeds of NOK 250 million (the "Rights Issue").

The subscription period in the Rights Issue starts today, 7 January 2022, at 09.00 CET. Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).

Arctic Securities AS, Carnegie AS and Sparebank 1 Markets AS are acting as managers for the Rights Issue (jointly, the "Managers").

Allocation and grant of Subscription Rights

The holders of the Company's shares as of 4 January 2022 ((the "Existing Shareholders" and the "Existing Shares", respectively), as registered with the Norwegian Central Securities Depository (the "VPS") as of 6 January 2022 (the "Record Date")) have been granted transferable subscription rights (the "Subscription Rights") in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at the subscription price of NOK 0.95 per Offer Share (the "Subscription Price").

Each Existing Shareholder has been granted 1.754386 Subscription Rights for each Existing Share registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. The Subscription Rights will be distributed free of charge to the Existing Shareholders.

Each whole Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription by holders of Subscription Rights will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions. The Underwriters (as defined below) will have a preferential right to subscribe for and be allocated Offer Shares that have not been subscribed for based on allocated or acquired Subscription Rights. Other than subscriptions from the Underwriters, subscription in the Rights Issue without Subscription Rights is not permitted.

The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 15.8 "Subscription Rights" and Section 16 "Selling and Transfer Restrictions" in the prospectus prepared by the Company and dated 6 January 2022 (the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of; (i) the Company (www.flyr.com/investor), (ii) Arctic Securities AS (https://www.arctic.com/secno/en/offerings), (iii) Carnegie AS (https://www.carnegie.no/ongoing-prospectuses-and-offerings/), and (iv) Sparebank 1 Markets AS (https://www.sb1markets.no).

Subscription period

The subscription period commences today on 7 January 2022 and expires on 21 January 2022 at 16.30 CET (the "Subscription Period"). The Subscription Period may not be shortened, but the Board of Directors of the Company may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus.

Subscription Rights

The Subscription Rights will be listed and tradable on Euronext Growth Oslo from 7 January 2022 to 19 January 2022 at 16.30 CET, under the ticker "FLYRT". The Subscription Rights will hence only be tradable during part of the Subscription Period.

Persons intending to trade in Subscription Rights should be aware that trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside of Norway may be restricted or prohibited by applicable securities laws. See Section 16 "Selling and Transfer Restrictions" in the Prospectus for further information. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 21 January 2022 at 16.30 CET or sold before 19 January 2022 at 16.30 CET will have no value and will lapse without compensation to the holder.

The Subscription Rights are expected to have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, as further detailed in Section 15.19 "Dilution" of the Prospectus.

Subscription Price

The Subscription Price is NOK 0.95 per Offer Share.

Subscription procedure

Subscriptions for Offer Shares may either be made through the VPS online subscription system or by submitting a correctly completed subscription form to one of the Managers within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the Norwegian VPS' online subscription system (or by following the link on https://www.arctic.com/secno/en/offerings, https://www.carnegie.no/ongoing-prospectuses-and-offerings/ or https://www.sb1markets.no, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number (Nw.: fødselsnummer). Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period.

Subscribers that are not able to use the VPS online subscription system must submit a correctly completed subscription form to one of the Managers during the Subscription Period. The subscription form is attached to the Prospectus. Postal and e-mail addresses to the Managers are included in Section 15.10 "Subscription procedures" of the Prospectus.

The Underwriting

Pursuant to an underwriting agreement dated 8 November 2021, the participants in the underwriting syndicate for the Rights Issue (the "Underwriters") have, on a firm commitment basis, undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the underwriting agreement, to fully underwrite the Rights Issue, i.e. with an aggregate amount of NOK 250 million (the "Underwriting Obligation").

Pursuant to the underwriting agreement, each Underwriter shall receive an underwriting commission equal to 3% of their respective underwriting obligation.

The Underwriting Obligation will expire in the event that the Underwriters are not notified of any conditional allocation under the Underwriting Obligation within 1 February 2022.

See Section 15.20 "The Underwriting" in the Prospectus for further information about the Underwriters.

Financial Intermediaries

If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their Existing Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Allocation of Offer Shares - Listing and commencement of trading in the Offer Shares

Following expiry of the Subscription Period, the Offer Shares will be allocated to subscribers in accordance with the allocation principle described in Section 15.13 "Allocation of the Offer Shares" in the Prospectus. Payment for allocated Offer Shares falls due on 25 January 2022.

Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 1 February 2022 and that allocated Offer Shares will be delivered to the VPS accounts of the subscribers, and be tradable on Euronext Growth Oslo, on or about the same day.

Webcast regarding the Rights Issue

The Company will hold a webcast regarding the Rights Issue at 11:00 (CET) on 13 January 2022. Please use the following link to the access the webcast: https://channel.royalcast.com/landingpage/hegnarmedia/20220113_1/

For further information, please contact:
Brede Huser, CFO
Mob: [phone]
E-mail: [e-mail]

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. For more information go to www.flyr.com.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of the Prospectus approved by the Financial Supervisory Authority of Norway and published by the Company as further described above. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers of the Rights Issue to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers of the Rights Issue have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers of the Rights Issue have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.

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.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers of the Rights Issue nor any of their affiliates makes 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.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers of the Rights Issue nor any of its affiliates accepts any liability arising from the use of this announcement.

In connection with the Rights Issue, the Managers of the Rights issue and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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