Havila Kystruten AS

Havila Kystruten AS: Revised Refinancing Plan – Contemplated Private Placement - 19% Index Increase in Government Contract

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Reference is made to the stock exchange announcement dated 31 May 2023 regarding a contemplated EUR 390 million senior secured first lien bond issue by Havila Kystruten AS ("Havila Kystruten" or the "Company" and, together with its subsidiaries, the "Group"). Following constructive dialogue with potential bond investors, potential equity investors and different stakeholders, the Company is pleased to announce a revised refinancing plan consisting of a private placement raising the NOK equivalent of approximately EUR 65 million (the "Private Placement") and a senior secured first lien bond issue of EUR 325 million by the Company's subsidiary Havila Kystruten Operations AS (the "Bond Issue"). Completion of the Private Placement and the completion of the Bond Issue are mutually conditional.

The Company is furthermore pleased to announce that its long term government contract has been index adjusted with approximately 19% from 2024, which means an increase of NOK 65 million per year, and a substantial boost to the Company’s cash flow.

The Bond Issue
The Company has, as previously announced, mandated Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge as joint bookrunners (jointly the "Managers"), to arrange a series of fixed income investor meetings.

The contemplated Bond Issue will be a 3-year senior secured first lien bond issue of EUR 325 million. The proceeds from the Bond Issue will be used to refinance all of the existing indebtedness of the group and to fund the final yard installment of Havila Polaris and Havila Pollux, both of which are ready for delivery from the Tersan Shipyard.

The Private Placement
The Company has also mandated the Managers to advise on and effect the Private Placement which will consist of new ordinary shares in the Company (the "New Shares"), raising gross proceeds of the NOK equivalent of approximately EUR 65 million. The offer price ("Offer Price") is NOK 1.10 per share and has been determined through discussions with potential cornerstone investors in a confidential pre-sounding phase of the transaction. The number of New Shares to be issued will be determined by the Company's board of directors (the "Board") in consultation with the Managers following an accelerated bookbuilding process.