The Norwegian state, through the Ministry of Trade, Industry, and Fisheries, is considering a block sale of its shares in Norwegian Air Shuttle ASA, amounting to approximately 6.26% of the company’s outstanding shares.
This potential sale, facilitated by Nordea Bank and Pareto Securities, follows a recent buy-back and conversion of bonds into shares, reflecting strategic financial maneuvers that could impact the company’s market dynamics and shareholder structure.
The Norwegian state, represented by the Norwegian Ministry of Trade, Industry and Fisheries (the "Seller"), has retained Nordea Bank Abp, filial i Norge, and Pareto Securities AS as joint managers and joint bookrunners (together referred to as the "Managers") to explore a potential block sale of existing shares (the "Offering") in Norwegian Air Shuttle ASA (the "Company").
Norway's government said last month it was converting half of a rescue loan to Norwegian Air during the pandemic into a 6.37% stake in the company.
On 21 May 2025, the Company completed a buy-back of NOK 640,403,733 of its outstanding FRN perpetual subordinated convertible bond (the "CB Buy-Back"), with a total nominal value of NOK 1,501,015,057 (the "CB"), from certain bondholders at a price equal to approx. 140% of the nominal value of the CB.
In connection with the announcement of the CB Buy-Back, the Company also exercised its call option to redeem the remaining NOK 860,611,324 of the CB (the "CB Call") at a price equal to 103% of the nominal value of the CB with repayment date on 11 June 2025.
As a response to the CB Call, certain bondholders chose to convert NOK 780,107,416 of the CB into 83,078,529 shares in the Company (the "CB Conversion"). The remaining NOK 80,503,908 of the CB may still be converted into approx. 8,573,366 shares in the Company before the repayment date in the CB Call.
The Seller originally held NOK 1,231,638,153 of the CB. However, the Seller tendered NOK 615,819,077 of the CB in the CB Buy-Back (50% of its original holding) and converted its remaining NOK 615,819,076 of the CB in the CB Conversion (50% of its original holding) resulting in an ownership of 65,582,436 shares in the Company which equals approx. 6.26% of the shares outstanding.
The official presser read as,
The Seller is contemplating selling up to 65,582,436 shares in the Company (the "Offer Shares") which equals up to approx. 6.26% of the shares outstanding.
The Seller reserves the right, in its sole discretion, to amend the number of Offer Shares sold or to sell no Offer Shares at all. If the demand and price in the Offering is satisfactory, the Seller may thus sell its entire shareholding in the Company.
As per the release, the price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK.
The bookbuilding period in the Offering will commence immediately following the publication of this announcement (3 June 2025) and will close on 4 June 2025 at 08:00 CEST.
The Managers may, in their sole discretion, extend, shorten or close the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended, shortened or closed, the other dates referred to herein may be changed accordingly.
The Offering is expected to be priced and allocated before 09:00 CEST on 4 June 2025 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The Offer Shares will be tradable on Euronext Oslo Børs (main regulated list on the Oslo Stock Exchange) from T.
The Seller will enter into a 45-day customary lock-up with the Managers, applicable from completion of the Offering, comprising any shares the Seller holds in the Company which are not sold as part of the Offering.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from the prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
The Seller will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.
In another development, Norwegian has announced an agreement to buy ten Boeing 737-800 aircraft that are currently a part of its leased fleet. The transaction is expected to close in the first quarter of 2025.
On completion of the transaction, Norwegian expects to record a non-recurring gain of approximately NOK 570 million. This gain reflects the pricing the company has been able to achieve for the aircraft and the corresponding reduction of existing lease liabilities.
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