NOT TO BROADCAST, PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, OR UNITED STATES OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE ILLEGAL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock market announcement published by SA flyer (the “Company”) on May 5, 2022 regarding a private placement in the Company generating gross proceeds of NOK 250 million (the “Private Placement”) and key information dated May 6, 2022 regarding a possible subsequent offer of a maximum of 62,500,000 new shares of the Company, each with a par value of NOK0.002 (the “Offered Shares”) (the “Subsequent Offer”). Reference is further made to the authorization given to the board of directors of the Company (the “Board”) by the extraordinary general meeting of the Company on May 13, 2022 to resolve the capital increase in the context of the Subsequent Offer.
The subscription price under the subsequent offering will be NOK1.20 per Offered Share (the “Subscription Price”), which corresponds to the price per share of the Private Placement. If the market price of the shares of the Company exceeds the Subscription Price, the Subscription Rights (as defined below) will have a financial value. However, if the market price of the Company’s shares is lower than the Subscription Price, the Subscription Rights will have no financial value because it will be possible to buy shares on the market at prices lower than the Subscription Price. .
The Board has decided to open the subscription period for the Subsequent Offering. A dated national prospectus June 8, 2022 (the “Prospectus”) has been prepared in connection with the Subsequent Offer. The Prospectus contains further information about the Company and the terms and conditions of the Subsequent Offering. The Prospectus is not subject to review by the Norwegian Financial Supervisory Authority nor any other authority, but has been subject to the Norwegian register of Commercial enterprises in accordance with Section 7-8 of the Norwegian Securities Trading Act.
The Prospectus is available on the Company’s website, www.flyr.com, and on the websites of the Managers (as defined below): www.arctic.com/secno/en/offerings or www.carnegie. no/ongoing-prospectuses-and -offerings/.
The subscription period for the Subsequent Offering (the “Subscription Period”) will begin on June 10, 2022 and ends at 4:30 p.m. (CEST) on June 24, 2022.
The shareholders of the Company from May 5, 2022 as registered with the Norwegian Central Securities Depository (“Verdipapirsentralen” or the “VPS”) from May 9, 2022 (the “Record Date”), who (i) have not received Shares under the Private Placement, and (ii) who are not resident in a jurisdiction where such an offering would be unlawful, or who ( in jurisdictions other than Norway) require the filing of a prospectus, registration or similar actions (the “Eligible Shareholder”) will be granted non-transferable subscription rights (the “Subscription Rights”) which, subject to applicable law, give the right to subscribe and to be allocated Offer shares in the Subsequent Offer.
Each Eligible Shareholder will be allocated 0.20228 Warrant for each (1) existing share recorded as held by such Eligible Shareholder on the Record Date, rounded to the nearest whole Warrant. Each subscription right will give, subject to applicable law, the right to subscribe for and be allocated one offered share under the subsequent offer.
Eligible shareholders wishing to subscribe to Offer shares are strongly encouraged to do so through the VPS online subscription system, and the relevant links to this effect for each subsequent offer will be available at www.arctic.com/secno/en/offerings and www.carnegie.no/ongoing- prospectuses-and-offers/the start of the Subscription Period. Eligible Shareholders who are unable to subscribe for shares through the VPS online subscription system should subscribe to Offer shares by completing and submitting subscription forms in accordance with the instructions in the Prospectus.
Oversubscription will be permitted, however, subscription without subscription rights will not be permitted.
Subscription rights which are not used to subscribe Offer shares before the end of the Subscription Period, will have no value and will lapse without compensation for the holder.
The existing shares of the Company are, and the Offered Shares will be, listed on Euronext Growth Oslo under the symbol “FLYR”.
The completion of the Subsequent Offering is subject to (i) the resolution by the Board of the corporate resolutions necessary for the completion of the Subsequent Offering, including the resolution to issue the Offered Shares, and (ii) that the capital increase linked to the issue of the Offer The shares are registered Norwegian register of Commercial enterprises. The Company reserves the right to withdraw or cancel the Subsequent Offer at any time and for any reason prior to the completion of the Subsequent Offer. If the Subsequent Offer is withdrawn or not made, all subscriptions for Offer shares will be ignored and any payment for Offer shares will be returned to subscribers without interest or other compensation.
Advisors
Arctic Securities AS and Carnegie AS act as managers in the Subsequent Offering (the “Managers”).
For more information, please contact:
Brede Huser, CFO
Telephone: +47 99 16 99 74
Email: brede.huser@flyr.com
About Flyr
Flyr is a Norway-based low-cost carrier with a demand-driven business model focusing primarily on the Norwegian market. The company aims for a modern, digital and efficient setup to ensure high operational efficiency through simplicity, optimized use of resources and smart use of technology. SA flyer is listed on Euronext Growth under the symbol FLYR. This information is considered inside information within the meaning of the EU Market Abuse Regulation. This Sotck exchange press release was issued by Brede Huser, Chief Financial Officer at the time and date indicated.
Important Information
The press release is not intended for publication or distribution, in whole or in part, directly or indirectly, in or in Australia, CanadaJapan Hong Kong or United States (including its territories and possessions, any State of United States and the District of Colombia). This press release is an announcement published in accordance with statutory information requirements and is subject to the disclosure requirements of Section 5-12 of the Norwegian Securities Act. It is issued for informational purposes only and does not constitute or form part of any offer or solicitation to buy or subscribe for securities, in 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”). Transferable securities may not be offered or sold in United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any part of any offering of securities in United States or to carry out a public offering of securities in United States. Copies of this announcement are not made and may not be distributed or sent to Australia, Canada, Japan Where United States.
The issue, subscription or purchase of Company shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any liability for any person’s breach of these restrictions. The distribution of this press release may, in certain jurisdictions, be restricted by law. Persons in possession of this authorization must inform themselves of and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Subsequent Offering in the Company, and will not be liable to anyone other than the Company for providing the protections granted to their respective clients or for providing advice in connection with the Subsequent Offer. and/or any other matter mentioned in this press 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 risks and uncertainties because they reflect the Company’s current expectations and assumptions about future events and circumstances which may not prove to be accurate. A number of important factors could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
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