November 18, 2024 – Norwegian Air Shuttle ASA (the “Company”) is contemplating a buy-back of the zero-coupon senior unsecured NOK 3,229,575,526 bond issue maturing 30.09.2026 (Retained Claims Bonds with ISIN NO0010996457).
DNB Markets is acting as Manager of the buy-back. The buy-back will be conducted as a “Reverse Dutch Auction”, where the Company, through the Manager, will receive offers for desired volume(s) at desired price(s) for sale from bondholders on a confidential basis. The Company reserves the right to accept any volume up to an accepted price, or to reject all received offers in the contemplated buy-back.
Eligible bondholders are hereby invited to provide offers for sale of all or a portion of their bonds through submission of the attached bondholders offer form (the “Bondholders Offer Form”). Due date for submission is 16:00 CET, November 22, 2024. Prior to 09:00 CET, November 25, 2024, the Company will decide upon the highest Buy-Back Price (the “Buy-Back Price”) the Company accepts and consequently the total amount of bonds to be purchased, if any.
All bondholders with offers equalling the Buy-Back Price or lower will receive the Buy-Back Price on allocated amounts up to the amounts offered within the accepted maximum price. The Company may in its sole discretion reduce the number of Bonds to be acquired on a pro rata basis for Bonds offered at the Buy Back Price. Cash settlement is set to November 28, 2024.
The acquired bonds will be cancelled following settlement. The Company will only accept offers from bondholders or beneficial owners (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended) and who is outside the United States. Other offer and distribution restrictions apply, as further set out in the Bondholders Offer Form.
All submissions of Bondholders Offer Form are to be sent by e-mail to DNB Markets no later than 16:00 CET, November 22, 2024. Contact details:
E-mail: bond.syndicate@dnb.no
The Company may, in its sole discretion, waive, extend, terminate, withdraw or increase the size of the buy-back at any time. Any prospective changes to this offer will be announced on www.stamdata.com. Information about Norwegian Air Shuttle ASA, including company financials and stock exchange releases, can be found on the Company’s investor relation website (https://www.norwegian.no/om-oss/selskapet/investor-relations/).
Please see Bondholders Offer Form attached.
For further information, please contact:
Jesper M. Hatletveit, Investor Relations at Norwegian, Tel: +47 906 64 401
Fornebu, 18 November 2024
Norwegian Air Shuttle ASA