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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 1 Listing of up to 2,978,402,828 Conversion Shares issued through conversion of debt to Shares Offering and listing on Oslo Børs of up to 571,428,571 Offer Shares Application Period for the Offering: From 09:00 hours (CEST) on 6 May 2020 to 16:30 hours (CEST) on 14 May 2020 The information in this prospectus (the "Prospectus") relates to (i) the public offering (the "Offering") 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 up to 571,428,571 new Shares in the Company with a nominal value of NOK 0.10 each (the "Offer Shares") at an offer price of 2 NOK 1.00 per Offer Share, and (ii) the listing of up to 2,978,402,828 new Shares in the Company with a nominal value of NOK 0.10 each (the "Conversion Shares" and, together with the Offer Shares, the "New Shares") to be issued in connection with the conversion of (a) bonds issued under the Company's EUR 250 million bond issue with International Securities Identification Number (“ISIN”) NO 0010753437 ("NAS07"), SEK 963.5 million bond issue with ISIN NO 0010783459 ("NAS08"), NOK 250 million bond issue with ISIN NO 001 0809940 (“NAS09”) and USD 150 million convertible bond issue with ISIN NO 0010868284 (the "CB" or “Convertible Bond Issue”) (together the "Bonds") and (b) liabilities pursuant to certain aircraft operating lease agreements (the "Lease Debt" and together with the Bonds, the "Debt"). The Offering consists of: (i) a private placement to (a) institutional investors in Norway, (b) institutional investors outside Norway and the United States of America (the "US" or the "United States"), subject to applicable exemptions from applicable prospectus and registration requirements, and (c) "qualified institutional buyers" ("QIBs") in the United States as defined in, and in reliance on, Rule 144A ("Rule 144A") or another available exemption under the US Securities Act of 1933 (as amended) (the "US Securities Act") (the "Institutional Offering") and (ii) a retail offering to the public in Norway (the "Retail Offering"). All offers in the United States will be made only to QIBs in reliance on Rule 144A or pursuant to another available exemption from, or in transactions not subject to, the registration requirements of the US Securities Act. All offers outside the United States will be made in compliance with Regulation S under the US Securities Act ("Regulation S"). The price per Offer Share in the Offering is NOK 1.00 (the "Offer Price"). Please refer to Sections 6.4.1 and 6.5.1 “Offer price and determination of the number of Offer Shares” for the possibility of any amendment of the Offer Price. The application period for the Institutional Offering and the Retail Offering (the "Application Period") will commence at 09:00 hours (central European time, "CEST") on 6 May 2020 and close at 16:30 hours (CEST) on 14 May 2020. The Application Period may, at the Company's sole discretion, in consultation with the Managers, and for any reason, be shortened or extended beyond the set times, but will in no event be shortened to expire prior to 16:30 hours (CEST) on 7 May 2020 or extended beyond 16:30 hours (CEST) on 29 May 2020. If the Application Period is shortened or extended, other dates related to the Offering may change accordingly. The number of Offer Shares sold in the Offering is expected to be announced through a stock exchange notice on or about 15 May 2020. The Company will seek to provide preferred allocation of up to 50 percent of the Offer Shares that are issued in the Offering to shareholders of the Company as of 30 April 2020 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") on 5 May 2020 pursuant to the two days' settlement procedure (the "Record Date")), except for such shareholders who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). However, the Offering is not a rights offering, shareholders’ preferential rights are deviated from and preferred allocation may not be achieved or made to the fullest extent. Further, the Company will seek to provide preferred allocation of combined up to 25 percent of the Offer Shares that are issued in the Offering to (i) holders of bonds in the Bond Loans (as defined herein) as registered as such in the VPS on 30 April 2020 (the "Bond Record Date") except for such bondholders who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Bondholders”), and (ii) Lease Debt creditors that have committed to convert Lease Debt for Conversion Shares except for such creditors who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Lease Creditors”, and together with the Eligible Bondholders, jointly the "Eligible Creditors"). Please see Section 6.6 "Mechanisms for allocation of Offer Shares" for more details on the allocation mechanism in the Offering. Completion of the Offering is subject to certain terms and conditions. Please refer to Section 6.16 “Conditions for completion of the Offering” for more details. The Company's existing shares are, and the New 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 New Shares. All of the existing Shares are, and the New 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. Subject to certain exemptions, the Conversion Shares will be subject to a lock-up divided into three tranches whereby 1/3 of the Conversion Shares will be released from the lock-up on each of 9 August 2020, 9 October 2020 and 9 December 2020 and expected to be included on separate ISINs during the lock-up period. Certain Conversion Shares of Eligible Creditors that participate in the Offering may be released from lock-up on 15 June 2020. Please refer to Section 5 for more details. Investing in the Shares, including the Offer Shares, involves a particularly high degree of risk. Prospective investors should read the entire document and, in particular, consider Section 2 "Risk factors" beginning on page 17 when considering an investment in the Company. The Company has been severely impacted by the current outbreak of the COVID-19. In a very short time period, the Group has lost most of its revenues. This has adversely and materially affected the Group’s contracts, rights and obligations, including financing arrangements, and the Group is not capable of complying with its ongoing obligations. Even if the Company is able to restructure its leasing debt and bond debt, and thereby getting access to the State Aid Package, the restructuring process of the aircraft financing and vendor financing is still ongoing. Such financing is therefore currently subject to an event of default, which will not be remedied by the refinancing itself. Although the Company believes there are reasonable prospects to resolve such defaults there is a significant risk that the Company becomes insolvent and enters into bankruptcy if, inter alia, the Company’s is not able to reach an agreement with its creditors, access to working capital and regain normalized operations. 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 may lawfully be made and, for jurisdictions other than Norway, would not require any prospectus, filing, registration or similar action. The Offer Shares have not been, and will not be, registered under the US 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 persons who are QIBs in reliance on Rule 144A or another available exemption from registration requirements under the US Securities Act; and (ii) outside the United States in compliance with Regulation S. The distribution of this Prospectus and the offer of the Offer Shares may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required by the Company and the Managers to inform themselves about and to observe any such restrictions. Any failure to comply with these regulations may constitute a violation of the securities law of any such jurisdiction. For more information regarding restrictions in relation to the Offering, see Section 7 "Selling and transfer restrictions". The due date for the payment of the Offer Shares is expected to be on or about 19 May 2020 in the Retail Offering and on about 20 May 2020 in the Institutional Offering. Subject to fulfillment of conditions to closing of the Offering and timely payment, delivery of the Offer Shares is expected to take place on or about 20 May 2020 through the facilities of the VPS, and trading in the Offer Shares and Conversion Shares on the Oslo Stock Exchange is expected to commence on or about 20 May 2020.
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