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Norwegian Air Shuttle ASA

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Norwegian Air Shuttle ASA Norwegian Air Shuttle ASA (Incorporated in Norway as a public limited liability company) (Business registration number: 965 920 358) Prospectus Rights Issue and listing on Oslo Børs of 90,871,318 Offer Shares at a Subscription Price of NOK 33.00 per Offer Share with Subscription Rights for Existing Shareholders Subscription Period for the Rights Issue: From 09:00 hours (CET) on 22 February 2019 to 16:30 hours (CET) on 8 March 2019 Trading in Subscription Rights: From 09:00 hours (CET) on 22 February 2019 to 16:30 hours (CET) on 6 March 2019 The information in this prospectus (the "Prospectus") relates to the underwritten rights issue (the "Rights Issue") by Norwegian Air Shuttle ASA (the "Company" or "Norwegian Air Shuttle"), a public limited company incorporated under the laws of Norway (together with its consolidated subsidiaries, the "Group" or "Norwegian") and the listing on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange"), of 90,871,318 new shares in the Company with a nominal value of NOK 0.10 each (the "Offer Shares") to be issued at a subscription price of NOK 33.00 per Offer Share (the "Subscription Price"). The shareholders of the Company as of 19 February 2019 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") on 21 February 2019 pursuant to the two days' settlement procedure (the "Record Date")) (the "Existing Shareholders"), will be granted 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. The Subscription Rights will be registered on each Existing Shareholder's VPS account. Subscription Rights will not be issued in respect of any existing shares held in treasury by the Company. The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours Central European Time ("CET") on 22 February 2019 to 16:30 hours (CET) on 6 March 2019 under the ticker code "NAS T". Each Existing Shareholder will be granted two (2) Subscription Rights for each existing share registered as held by such Existing Shareholder as of the Record Date. Subscription Rights acquired during the trading period for the Subscription Rights as set out above carry the same right to subscription as the Subscription Rights held by Existing Shareholders. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without Subscription Rights is permitted. The subscription period will commence at 09:00 hours (CET) on 22 February 2019 and expire at 16:30 hours CET on 8 March 2019 (the "Subscription Period"). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 16:30 hours (CET) on 6 March 2019 will have no value and will lapse without compensation to the holder. The Rights Issue is underwritten by DNB Markets, a part of DNB Bank ASA, Danske Bank, Norwegian Branch and Sterna Finance Ltd. (the "Underwriters") and other certain pre-committing shareholders. The Company's existing shares are, and the Offer Shares will be, listed on the Oslo Stock Exchange under the ticker code "NAS". Except where the context requires otherwise, references in this Prospectus to "Shares" will be deemed to include the existing Shares and the Offer Shares. All of the existing Shares are, and the Offer Shares will be, registered in the VPS in book-entry form. All of the issued Shares rank pari passu with one another and each carry one vote. Investing in the Subscription Rights or the Shares, including the Offer Shares, involves a high degree of risk. Prospective investors should read the entire document and, in particular, consider Section 2 "Risk factors" beginning on page 25 when considering an investment in the Company. The Subscription Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares and Subscription Rights may lawfully be made and, for jurisdictions other than Norway, would not require any filing, registration or similar action. The Subscription Rights and the Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States only to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act; and (ii) outside the United States in "offshore transactions" as defined in, and in compliance with, Regulation S under the U.S. Securities Act ("Regulation S"). The distribution of this Prospectus and the offer and sale of the Subscription Rights and the Offer Shares in certain jurisdictions may be restricted by law. For more information regarding restrictions in relation to the Rights Issue, see Section 5.27 "Selling and transfer restrictions". The due date for the payment of the Offer Shares is expected to be on or about 13 March 2019. Delivery of the Offer Shares is expected to take place on or about 15 March 2019 through the facilities of the VPS. Trading in the Offer Shares on the Oslo Stock Exchange is expected to commence on or about 18 March 2019. Sole Global Coordinator DNB Markets, a part of DNB Bank ASA Joint Bookrunners DNB Markets, a part of DNB Bank ASA Arctic Securities AS Danske Bank, Norwegian Branch The date of this Prospectus is 21 February 2019 Important Information This prospectus (the "Prospectus") has been prepared in connection with the Rights Issue and the listing of the Offer Shares on the Oslo Stock Exchange (the "Listing"). For the definitions of terms used throughout this Prospectus, see Section 17 "Definitions and glossary". This Prospectus has been prepared to comply with the Securities Trading Act of 29 June 2007 no. 75 ("verdipapirhandelloven") (the "Norwegian Securities Trading Act") and the Norwegian Regulation on Contents of Prospectuses, which implements the Prospectus Directive (EC/2003/71), including the Commission Regulation EC/809/2004 as amended, in Norwegian law. The Financial Supervisory Authority of Norway (the "Norwegian FSA", No.: Finanstilsynet) has reviewed and approved (approval date: 21 February 2019) this Prospectus in accordance with the Norwegian Securities Trading Act sections 7-7 and 7-8. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. This Prospectus has been published in an English version only and is valid for twelve (12) months from the date of approval. The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment by investors in the Offer Shares or the Subscription Rights between the time of approval of this Prospectus by the Norwegian FSA and the listing of the Offer Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor the granting of any Subscription Rights nor the sale of any Offer Share, shall under any circumstances imply that there has been no change in the Group's affairs or that the information herein is correct as at any date subsequent to the date of this Prospectus. The Company has furnished the information in this Prospectus. The Company has engaged DNB Markets, a part of DNB Bank ASA ("DNB Markets") as the Sole Global Coordinator and DNB Markets, Arctic Securities AS (“Arctic”) and Danske Bank, Norwegian branch (“Danske Bank”) as Joint Bookrunners for the Rights Issue (the "Managers"). None of the Company or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or subscriber of the Offer Shares or holder of Subscription Rights regarding the legality of an investment in the Offer Shares or the Subscription Rights by such offeree or subscriber under the laws applicable to such offeree or subscriber. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a subscription of the Offer Shares with or without the use of the Subscription Rights. No person is authorized to give information or to make any representation concerning the Group or in connection with the Rights Issue or the offer of the Offer Shares or the Subscription Rights other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorized by the Company or the Managers or by any of the affiliates, representatives, advisors or selling agents of any of the foregoing. In the ordinary course of their respective businesses, the Managers and certain of their affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Group. Without limiting the manner in which the Company may choose to make any public announcements, and subject to the Company's obligations under applicable law, announcements relating to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs ASA ("Oslo Børs" or the "Oslo Stock Exchange") and distributed through its information system.
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