Norwegian Air Shuttle sells its shareholding in Norwegian Finans Holding for NOK 2,218 million


 

Norwegian Air Shuttle ASA ("NAS") has today entered into an agreement to sell
its entire shareholding in Norwegian Finans Holding ASA ("NOFI") for NOK 2,218
million to Cidron Xingu Limited, a company indirectly controlled by Nordic
Capital Fund IX (1) ("Nordic Capital"), and Sampo plc ("Sampo").

The shares will be sold at a price of NOK 68 per share, implying a premium of
15.4% to the closing price on Oslo Børs on 16 August 2019.

"The sale of the NOFI shares is part of Norwegian's strategy to strengthen our
core airline operations and focusing on the transition from growth to
profitability. The cooperation between the airline and the bank has been a great
success in the Nordic region for many years and will continue without the
airline holding any shares in NOFI. We look forward to continuing our close
collaboration through Norwegian Reward as NOFI continues its European
expansion," said acting CEO of NAS, Geir Karlsen.

The close collaboration and all commercial agreements between NAS and NOFI
remain unchanged subsequent to the transaction, cf. the stock exchange
announcement of 2 May 2019 and the stock exchange announcement from NOFI of 20
June 2018.

18,619,477 of the shares in NOFI, representing 9.97% of the outstanding share
capital of NOFI, have been sold today with expected settlement on 26 August 2019
(the "Initial Sale"). Nordic Capital will acquire 11,851,792 shares in NOFI,
representing 6.35% of the outstanding share capital of NOFI in the Initial Sale
and Sampo will acquire 6,767,685 shares in NOFI, representing 3.62% of the
outstanding share capital of NOFI. After completion of the Initial Sale, NAS
will own 14,004,262 shares in NOFI, representing 7.50% of the outstanding share
capital of NOFI. 

NAS will sell its remaining 14,004,262 shares in NOFI, representing 7.50% of the
outstanding share capital of NOFI, once regulatory approval has been obtained
(the "Subsequent Sale"). In case such regulatory approval is not obtained, NAS
will be compensated for any financial loss. Nordic Capital will acquire
8,945,842 shares in NOFI, representing 4.79% of the outstanding share capital of
NOFI, in the Subsequent Sale and Sampo will acquire 5,058,420 shares in NOFI,
representing 2.71% of the outstanding share capital of NOFI. After completion of
the Subsequent Sale, NAS will own no shares in NOFI. After completion of the
Subsequent Sale, Nordic Capital will own 20,797,634 shares in NOFI, representing
11.14% of the outstanding share capital of NOFI and Sampo will own 11,826,105
shares in NOFI, representing 6.33% of the outstanding share capital of NOFI.

The shares are currently financed through a security finance facility. The
Initial Sale will give a net cash effect for NAS of NOK 533 million and the
Subsequent Sale will give a net cash effect for NAS of NOK 401 million based on
the current outstanding amount under the security finance facility. The sale
will have a positive effect on book equity of NOK 196 million compared to the
amount reported as of 30 June 2019.

The sale is the result of a structured sales process. Arctic Securities AS,
Danske Bank, Norwegian Branch, and DNB Markets, a part of DNB Bank ASA, have
acted as financial advisers for NAS and BAHR has acted as legal adviser related
to the sales process.

For more information, please contact:
Geir Karlsen, Acting Chief Executive Officer and Chief Financial Officer, phone:
+47 916 08 332
Tore Østby, EVP Strategic Development and IR, phone: +47 995 46 400

(1) "Nordic Capital Fund IX" refers to Nordic Capital IX Limited, acting in its
capacity as General Partner of Nordic Capital IX Alpha, L.P. and Nordic Capital
IX Beta, L.P.