Havila Kystruten AS

Received term sheet for refinancing and update to equity investors

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE 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 the stock exchange announcement made by Havila Kystruten AS (the "Company") on 19 June 2023 regarding the Company's revised refinancing plan, comprising an integrated EUR 65m equity private placement (the “Equity Private Placement”) and EUR 325m bond financing. The Company has received a term sheet from an institutional investor for a private debt solution which is deemed more attractive than the terms contemplated in the bond issue. Furthermore, additional institutional investors have communicated that they are contemplating providing terms for similar private bilateral debt solution. Consequently, the Company has decided to pursue such alternative track and engage with said parties.
An Extraordinary General Meeting has been summoned to be held today, Tuesday 27 June 2023 at 09:00, to resolve the Equity Private Placement. The meeting will be held as planned, but as the debt instrument differs from the originally envisaged bond structure, the subscribers in the Equity Private Placement will be requested to reconfirm their orders at a later stage.

Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge are acting as Managers for the contemplated refinancing of the Company. Wikborg Rein Advokatfirma AS and Advokatfirmaet Thommessen AS are acting as legal counsel to Havila Kystruten AS and the Managers, respectively.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange announcement was published by Arne Johan Dale, CFO of Havila Kystruten AS, on 27 June 2023 at 09:00 CEST.

Contacts: 

Chief Executive Officer Bent Martini [phone]
Chief Financial Officer Arne Johan Dale [phone]

Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the 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"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this 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 risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.