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Disclaimer (1 / 2)
2
About this Presentation
We, Norwegian Air Shuttle ASA, have prepared this presentation, together with its enclosures and appendices (collectively, the “Presentation"), to provide introductory information
solely for use in connection with the contemplated offering of bonds (“Bonds”) issued by us and expected to be initiated in January 2018 (the “Transaction”). We have retained Danske
Bank, Norwegian Branch, Nordea Bank AB (publ) filial i Norge and Pareto Securities AS (the “Managers”) as managers of the Transaction.
This Presentation is not in itself an offer to sell or a solicitation of an offer to buy any securities.
Accuracy of information and limitation of liability:
Any decision to invest must only be made with careful consideration and not in reliance solely on the introductory information provided herein which does not purport to be complete.
Any application to invest will be subject to a term sheet setting out the terms and conditions of the securities and an application form to which any investment will be subject to. Please
do not hesitate to ask us any questions which would be relevant for your consideration and which are not contained herein.
We have assimilated the information contained herein from various sources and unless stated the information is a result of our own activities. We have taken reasonable care to ensure
that, and to the best of our knowledge as of 23 January 2018, material information contained herein is in accordance with the facts and contains no omission likely to affect its
understanding.
Please note that we make no assurance that the assumptions underlying forward-looking statements are free from errors. Readers should not place undue reliance on forward-looking
information, which will depend on numerous factors, and any reader must make an independent assessment of such projections.
If at any time prior to the pricing and application for the Bonds an event occurs which we, based on our knowledge, reasonably expect would affect the assessment of the Bonds, or as a
result of which this Presentation would be misleading, include any untrue statement of any material fact or omit to state any material fact necessary to make the statements therein,
we will promptly notify in sufficient detail, through the Managers, the potential applicants of the Bonds.
The Managers have performed a limited review of our information which has consisted of a review of the financial statements including management accounts provided by us and
which were audited last time on 31 December 2016.
The Managers, their respective parent or subsidiary undertakings or affiliates or any such person’s directors, officers, employees, advisors or representatives shall not have any liability
whatsoever arising directly or indirectly from the use of this Presentation and to the extent an investment is made, such investment will be made subject to this limitation of liability.
Disclaimer (2 / 2)
3
Risk factors:
An investment in the Bonds involves a high level of risk. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any
future results, performance or achievements that may be expressed or implied by statements and information in this Presentation. There may also be a limited secondary market for
the Bonds which may result in a substantial liquidity risk. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those described in this Presentation. Please refer to slides 35-38 for a description of certain risk factors associated with the Company and the Bonds.
Selling and transfer restrictions:
Neither this Presentation nor any copy of it nor the information contained herein is being provided, and nor may this Presentation nor any copy of it nor the information contained
herein be distributed directly or indirectly to or into the United States of America (unless in accordance with an available exemption) or any other jurisdiction in which such distribution
would be unlawful. No action has been taken or will be taken to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. Nordea
Bank AB (publ), filial i Norge is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker-dealer and will not offer or sell the Bonds within the United
States.
Neither we nor the Managers have authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public
requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC.
Please see the application form for further applicable selling and transfer restrictions.
Manager’s financial interests:
The Managers and/or its employees may hold shares, bonds or other securities of the Company and may, as principal or agent, buy or sell such securities. The Manager may have other
financial interests in transactions involving these securities.
Confidentiality:
This Presentation and its contents are strictly confidential and may not be reproduced, or redistributed in whole or in part, to any other person unless we have consented thereto in
writing. By receiving this Presentation or receiving a review of this Presentation, you agree to be bound by this confidentiality obligation.
Governing law and legal venue:
By investing in our company, any dispute arising in respect of this Presentation is subject to Norwegian law and the exclusive jurisdiction of Norwegian courts.
Investment highlights
4
3rd largest low
cost airline in
Europe
• Strong footprint in the Nordic region and selected European markets
• 7th largest overall airline in Europe
• 6th largest low cost airline in the world
• A moderate single digit growth rate in short haul going forward
Young fleet with
low operational
cost
• Average age of fleet of 3.6 years
• Low fuel cost through a modern and fuel efficient fleet
• Continue to reduce unit cost and strengthen competitive advantage vs legacy peers
• Order book with 220+ aircraft on order (incl. operating leases on seven 787-9)
• Leasing option to third parties adds flexibility to growth rates
First mover
advantage in
European low
cost long haul
• Successful launch of long haul with 787 Dreamliners has reached critical mass
• Build scalable organization and gained operating licenses for traffic rights
• Ramping up widebody operations to 32 aircraft by end 2018 (from 12 in 2016)
• Launch customer of 737 MAX 8 to operate new innovative Trans-Atlantic routes
Financing
flexibility and
availability
• Export credit financing (Ex-Im and ECA) and Insurance syndicate (AFIC)
• EETC (Enhanced Equipment Trust Certificates), Private Placements, Commercial Banks
• Sale and leaseback (SLB)
• Bonds
• Manufacturer support
• Attractive assets with a liquid secondhand market
Highlights Q4 2017
Added one 737-800 and two 787-9 to operations
Agreed with the Scandinavian pilot unions on a new three year agreement
Got concessions for 153 routes in Argentina
Financed the first aircraft with a combination of UKEF and JOLCO
Successful placement of new secured bond (NOK 250 mill)
Launched transatlantic routes from Amsterdam, Madrid and Milan
Norwegian Reward celebrated 10 years
Awarded best European low fare carrier by Airlineratings.com
5
The history of Norwegian
6
222
6
15
Long haul
Boeing SKY
ATW Awards
First-800 delivery
New distribution-systemLavpris
kalenderen
Arctic Aviation
Assets Ltd
19+8
Caribbean
30
NAI approved
by DoT 2
42
NUK approved
by DoT
15+3
Strategy 2018-2020: Maintain short haul within Europe, grow medium/long haul between Europe and the rest of the world & exploit new/underserved markets
North America
South
America
Africa
Europe
Asia
Gro
wth
We
ste
rn/C
en
tra
l A
fric
a
Core / GrowthMid-sized cities US & Europe / New markets
CoreLarge cities in U.S. & Europe
CoreWithin
Europe
Growth
Arg. & Chile
ShortB737-8
MediumA320neo B737-MAX
B737-MAX
LongB787-8/9
Legend
Gro
wth
So
uth
ern
Afr
ica
7
Oceania
The co-existence of multiple AOCs within the Group provides a global platform for growth
8
EU-AOC
only
EU-AOC
only
EU-AOC
only
EU-AOC
only
EU-AOC
only
EU-AOC
only
UK AOC
only
UK AOC
only
UK AOC
only
NORWAY-AOC
only
NORWAY-AOC
only
NORWAY-AOC
only
EU-AOC
only
The future requires a flexible corporate structure
9
Ancillary
All activities not directly related
to aircraft operations
ResourcesNational entities –
Terms and conditions in tune with social welfare systems
and regulations in each individual country
Aircraft OperationsNorwegian & EU AOCs
Securing traffic rights & expansion also outside Europe
Asset / FinancialAircraft Financing Cluster
– Cape Town – ECA support – Leasing
(Securing access to financing)
Staff Dry Lease
Dry
Lease
Norwegian Air Shuttle
ASAParent Company
• Flexible corporate structure ensures appropriate platform to support international expansion
• Aircraft and leases assembled in Arctic Aviation Assets Ltd. enables ability to lease out aircraft not used in
own operation, personnel and cost optimization across geographies
• Cash-flow from operations (ticket sales) controlled by Norwegian Air Shuttle ASA (parent Company)
Stable load despite high ASK growth
11
25 % growth in capacity (ASK) and traffic (RPK)
ASK (12m) 11,530 13,555 17,804 21,957 25,920 34,318 46,479 49,027 57,910 72,341
Load Factor (12m) 78.7 % 78.2 % 77.4 % 79.3 % 78.5 % 78.3 % 80.9 % 86.2 % 87.7 % 87.5 %
78.7 % 78.2 % 77.4 %79.3 % 78.5 % 78.3 %
80.9 %
86.2 % 87.7 % 87.5 %
0%
20%
40%
60%
80%
100%
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
Q4 08 Q4 09 Q4 10 Q4 11 Q4 12 Q4 13 Q4 14 Q4 15 Q4 16 Q4 17
Load
Fac
tor
Ava
ilab
le S
eat
KM
(A
SK)
ASK (12m) Load Factor (12m) Load-0.2 p.p.
Flat unit revenue despite high ASK growth
12
December traffic highlights:
32 % production growth (ASK)
Cabin factor of 84.6 %
12 % passenger growth
Average distance increased by 16 %
Flat unit revenue (RASK) y/y
December Dec-17 Dec-16
Internet bookings 79 % 78 % 1 p.p
ASK (mill) 6,423 4,853 32 %
RPK (mill) 5,435 4,107 32 %
Load factor 84.6 % 84.6 % 0.0 p.p
Passengers 2,402,005 2,145,043 12 %
Traffic 12 mth rolling Dec-17 Dec-16
Internet bookings 75 % 75 % 0 p.p
ASK (mill) 72,341 57,910 25 %
RPK (mill) 63,320 50,798 25 %
Load factor 87.5 % 87.7 % -0.2 p.p
Passengers 33,149,555 29,301,397 13 %
chg
chg
EBT 12 mthsEBT
Paid taxes 12 mthsPaid taxes
Depreciation, amortization and rent 12 mthsDepreciation, amortization and rent
Changes in air traffic settlement liabilities 12 mthsChanges in air traffic settlement liabilities
Other adjustments 12 mthsOther adjustments
Investing Activities 12 mthsInvesting Activities
Q3 14 Q3 15 Q3 16 Q3 17 Financing Activities 12 mthsFinancing Activities
EBT margin -4 % -2 % 2 % 2 % Net change in cash and cash equivalents 12 mthsNet change in cash and cash equivalents
Cash & Cash equivalents
-727
-407
506
664
-800
-400
0
400
800
NO
K m
illio
n
Revenues 12 mthsRevenues
EBITDAR 12 mthsEBITDAR
EBITDA 12 mthsEBITDA
EBT 12 mths EBT
Net profit 12 mthsNet Profit
Q3 14 Q3 15 Q3 16 Q3 17
EBT margin 10 % 17 % 17 % 3 %
Q3 14 Q3 15 Q3 16 Q3 17 Other losses / (gains) 12 mthsOther losses / (gains)
EBT 505 1,098 1,270 1,351
505
1,098
1,270
1,351
0
250
500
750
1,000
1,250
1,500
NO
K m
illio
n
664
800
Q3 EBT of NOK 1.4 billion
13
EBT development Q3 12 mths rollingEBT development Q3
Q3 17 Q3 16 Chg
12 mths rolling
Q3 17
12 mths rolling
Q3 16 Chg
Revenue 10,074 8,331 1,743 29,131 25,243 3,887
EBITDAR 3,180 2,573 607 4,920 4,896 23
EBITDA 1,991 1,725 266 1,385 2,177 -792
Pre-tax profit (EBT) 1,351 1,270 81 664 506 158
Net profit 1,032 992 39 817 564 253
Q3 17 Q3 16 Chg
12 mths rolling
Q3 17
12 mths rolling
Q3 16 Chg
10,074 8,331 1,743 29,131 25,243 3,887
EBITDA as reported 1,991 1,725 266 1,385 2,177 -792 Passenger com. and ref.
486 -178 664 -1,110 761 -1,872 Write-down old AC for sale
EBITDA ex. other losses/gains 1,505 1,904 -398 2,495 1,415 1,080 Wetlease
Comparison of unit cost incl. depreciation
15
•Foreign exchange rates used are equivalent to the daily average rates corresponding to the reporting periods and as stated by the Central Bank of Norway
• Note: For some carriers the available financial data represents Group level data which may include cost items from activities that are unrelated to airline operations.
• Other losses / (gains) is not included in the CASK concept as it primarily contains hedge gains/losses offset under financial items* as well as other non-operational income and/or cost items such as gains on the sale of spare part inventory and unrealized foreign
currency effects on receivables/payables and (hedges of operational expenses).
*Norwegian hedges USD/NOK to counter foreign currency risk exposure on USD denominated borrowings translated to the prevailing currency rate at each balance sheet date. Hedge gains and losses are according to IFRS recognized under operating expenses
(other losses/ (gains) while foreign currency gains and losses from translation of USD denominated borrowings are recognized under financial items.
Sources: Based on official full-year 2016 annual reports
YTD split of unit revenue and cost by currency
Currency split gross RASK*: Currency split CASK:
16* Includes ancillary and other revenue in addition to passenger revenue
Net debt reduced by close to 3 billion YTD
17
Added two 787-9s, six 737 MAXs and three 320neos on balance the last 12 months
NOK 18.3 net debt (reduced from 19.3 bn in Q2 2017)
11 % equity ratio (10 %)
2,233
Cash5,567
3,405
Current assets7,862
2,109
Other assets1,877
6,583
Aircraft PDP 5,313
20,573
Aircraft22,649
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
Q3 16 Q3 17
NO
K m
illi
on
Equity4,826 3,587
Pre-sold tickets6,895 5,111
Otherliabilities
7,717
5,284
PDP and bonds6,045
4,777
Aircraft financing
17,775
16,145
Q3 17 Q3 16
Q3 14 Q3 15 Q3 16 Q3 17
1,431
2,297 2,233
5,567
-
1,000
2,000
3,000
4,000
5,000
6,000
NO
K m
illio
n
NOK 1.0 billion cash flow from operations in Q3
18
Cash development Q3Highlights
Strong liquidity with NOK 5.6 bn in cash at the end of Q3
Cash flow from operations of NOK 3.8 bn the last 12 months (2.6 bn)
Invested NOK 2.3 bn the last 12 months
NOK million Q3 17 Q3 16 Chg
12 mths rolling
Q3 17
12 mths rolling
Q3 16 Chg
Profit before tax 1,351 1,270 81 664 506 158
Paid taxes -9 -29 20 32 -29 60
Depreciation 401 352 50 2,025 1,325 700
Change air traffic settlement liabilities -2,143 -2,140 -3 1,784 911 874
Change working capital 1,357 157 1,200 -686 -82 -604
Net cash flows from operating activities 958 -390 1,348 3,818 2,631 1,188
Net cash flows from investing activities -700 -1,748 1,049 -2,327 -6,075 3,748
Net cash flows from financial activities -457 1,322 -1,780 1,890 3,403 -1,513
Net change in cash and cash equivalents -135 -777 643 3,448 -64 -3,512
Cash and cash equivalents, end of period 5,567 2,233 3,334 5,567 2,233 3,334
A strong track record in attracting financing
19
• Long term aircraft financing
NAS07
Size: 185 MEUR
Coupon: 7.25%
Maturity: 11 Dec-19
CommentsMain debt financing sources
• Pre-delivery payment financing
(“PDP”)
• Bond financingNAS09
Size: 250 MNOK
Coupon: 3mN+395bps
Maturity: 21 Nov-20
NAS06
Size: 1,250 MNOK
Coupon: 3mN+575bps
Maturity: 22 May-18
• Ex-Im guaranteed funding since 2009. ECA and AFIC in 2017
• Sale and lease-back of 737-800 aircraft
• Commercial funding
• EETC and Private Placements in 2014, 2015 and 2016
NAS08
Size: 1,000 MSEK
Coupon: 3mS+500bps
Maturity: 07 Aug-20
• Tenor: Matures at the delivery of each aircraft
• Covenants:
‒ Minimum equity (NOK 1,500 mill)
‒ Minimum liquidity (NOK 500 mill)
‒ Dividend payments less than 35% of net profit
Financing on track
Expected capex (all aircraft incl. PDP)USD 2.1 bn for 2018
PDP financing / liquiditySLB of a total 34 737-800s (the last two in 2018)
Paid down unsecured bond in July 2017 (NOK 1 bn)
Undrawn credit facility of NOK 325 million (of NOK 1 bn)
Long-term financingFinancing in place for all deliveries through Q1 2018
Utilizing a mix of long-term financing for the deliveries in 2018 to 2020 with AFIC and export credits
20
~17 % longer range to reach new markets
Standard Operational Rules
50% annual winds
Airways and traffic allowances included
737-800 includes optional winglets
737-8002,640 nm/4,889 km
737 MAX3,100 nm/5,741 km
Source: Boeing 23
737 MAX advantage
24
Boeing 737 MAX 8
4 % lower seat costs per trip
189 passengers (+3)
Boeing 737-800
Source: Boeing
13 % lower fuel consumption per seat per trip
11 % passenger growth in the Nordics
79 % and 25 % growth in the US and Spain respectively
Growth in number of passengers in Q3 17 (y/y): Split passengers by origin in Q3 17:
Accelerating growth in the US
25
Continued growth at all key airports
26Source: 12 month rolling passengers as reported by Avinor , Swedavia, Copenhagen Airports, Finavia, Gatwick Airport and Aena
Adding 25 new aircraft in 2018
28
2018:Deliveries 787-9
+3,724 seats
Deliveries 737-800 and 737 MAX
+2,640 seats
Re-deliveries 737-800
-744 seats
Youngest fleet among peers
29
Source: Planespotters.net, January 20180 5 10 15 20 25
Norwegian
Aeroflot
Wizz Air
Spirit Airlines
Frontier Airlines
Emirates
Etihad
Qatar
Turkish Airlines
Ryanair
Vueling
Easyjet
Virgin America
Eurowings
Finnair
JetBlue
Flybe Group
Iberia
SAS
American Airlines
Southwest
Air France
KLM
Lufthansa
British Airways
United Airlines
Delta Airlines
Widerøe
Average fleet age
1. ---
2. +14%
3. +20%
4. +22%
5. +22%
6. +22%
7. +22%
8. +22%
9. +26%
10. +26%
11. +30%
12. +30%
13. +30%
14. +36%
15. +38%
16. +38%
17. +38%
18. +44%
19. +44%
20. +51%27
28
28
29
29
29
30
31
31
31
32
32
33
33
33
33
33
34
35
40
British Airways
Lufthansa
SAS
US Airways
Virgin Atlantic
Swiss
United
Iberia
American
Alitalia
Delta
Icelandair
KLM
Air Canada
Aeroflot
Turkish
Air France
Aer Lingus
Airberlin
Norwegian
Fuel efficiency of the top 20 airlines on transatlantic routes
30
Pax-km/L fuel
Excess fuel/
Pax-km
Industry Average
Source: “Transatlantic Airline Fuel Efficiency Ranking, 2014”, ICCT (The International Council on Clean Transportation) published November 2015
Capacity adjusted forward bookings
32The graph shows booked and paid travels. Bookings per January 22, 2018 and January 23, 2017 (corresponding weekday).
Outlook for 2018
An estimated production growth (ASK) of 40 %
Increasing distance driven by mix (long haul)
Unit cost estimate of NOK 0.39-0.395 ex. depreciation and 0.405-0.41 incl. depreciation
Assumptions: Fuel price of USD 575 per metric ton, USD/NOK 7.75, EUR/NOK 9.00
Based on the current route portfolio and planned production
Fuel hedging
25 % of 2018 at USD 494
25 new aircraft entering operations in 2018
Two 787-800s
Twelve 737 MAXs
Eleven 787-9 Dreamliners (incl. six leased)
33
Summary of risk factors (1 / 4)
35
No investor should make any investment decision without having reviewed and understood the risk factors
associated with investing in the Bonds. The order of appearance is not intended to indicate importance or
likelihood of occurrence. References to the “Company” shall be read as the Issuer, its Subsidiaries and/or
the Norwegian Air Shuttle group as a whole.
• Uncertain global economic and financial market conditions could adversely affect the Company’s business, results of operations, financial
condition, liquidity and capital resources.
• Changes in the general global or national economic and financial market situation or adverse market perception may affect the financial
performance of the Company.
• The aviation industry is highly competitive, and new market entrants could disrupt the competitive environment and the Company may not be able
to keep pace.
• The Company’s operating results may be materially affected by fluctuations in the price and availability of jet fuel.
• Airline insurance may become too difficult or expensive to obtain, which could expose the Company to substantial loss and may have a material
adverse effect on its business, financial condition and results of operations.
• The adoption of new regional, national and international regulations, or the revision of existing regulations, could have a material adverse effect
on the Company's business, financial condition and results of operations.
• Fluctuations in foreign exchange rates may affect the Company’s results of operations and financial position.
• The Company seeks to mitigate the effects of market fluctuations in currency, interest rate and jet fuel positions through the use of derivative
instruments. In certain circumstances, the market price of the derivatives may change substantially and the Company may suffer substantial
hedging losses.
• Currently, the Company’s firm aircraft orders totals 221 aircraft. The Company’s aircraft orders require substantial capital expenditures and are
associated with risks relating to delays and malfunctions. There can be no assurance that the Company’s capital resources will, at all times, be
sufficient to satisfy its business and liquidity needs or that it will be able to successfully deploy new aircraft into operation.
Summary of risk factors (2 / 4)
36
• Outbreaks of epidemics, pandemics or natural disasters can adversely affect the demand for air travel and have a significant impact on the
Company’s operations.
• Military conflicts or the threat of such conflicts, as well as their aftermath, may have a materially adverse effect on the Company's business.
• The Company has in the past experienced extensive operational and technical problems relating to the delivery and phase-in of its new
Dreamliner aircraft, which have led to extraordinary costs for the Company. There can be no guarantee that similar or other operational
disruptions and interruptions will not influence the Company in the future.
• The Company is exposed to the risk of significant losses, directly or indirectly, from aviation accidents involving its operations, including plane
crashes and other disasters.
• The Company’s insurance or indemnities may not adequately cover all risks or expenses.
• Geopolitical tension, terrorist attack, or the threat of such attacks, could result in a significant reduction in passenger airline travel and hence have
a material adverse effect on the Company’s business, financial condition, results of operations.
• Seasonal fluctuations and cyclical changes may have a material adverse effect on the Company’s business, financial condition, results of
operations and future prospects.
• The Company’s business, financial condition and results of operations may be affected by ability to secure new efficient aircraft deliveries in the
future.
• Norwegian`s largest shareholder has the ability to exert significant influence over the Company’s actions, even if it does not have decisive
influence or formally exercises negative control.
• The Company requires a significant amount of cash to service its debt and sustain its operations, and the Company may incur more debt in the
future. The Company’s ability to generate sufficient cash depends on many factors beyond its control, and its ability to incur more debt may be
restricted by debt covenants. There can be no assurance that the Company will be able to refinance any of the existing or future debt.
• Fluctuations in interest rates may affect the Company’s results of operations and financial position.
• Capacity constraints at airports or an inability to acquire and maintain airport slots or overflight rights may have a material adverse effect on the
Company’s business, financial condition or results of operations.
Summary of risk factors (3 / 4)
37
• The Company’s dependence on third-party suppliers has increased in recent years in line with the growth of the Company, exposing it to the risk
of quality and availability issues and/or unexpected costs associated with third-party suppliers.
• The Company is exposed to the risk of strikes and other work-related disruptions.
• The Company’s prior or present tax position may change as a result of the decisions of tax authorities or changes in laws and regulations,
possibly with retroactive effect, which may have a material adverse effect on the Company’s results of operations and financial position.
• The Company may not be successful in attracting, training and retaining sufficient skilled employees.
• The Company is dependent on the uninterrupted operation and security of information technology systems.
• Any deterioration in brand image or consumer confidence in its brand might adversely affect the Company’s ability to market its services and
attract and retain customers.
• The Company faces the risk of litigation, arbitration and other proceedings in relation to its business.
• The Company is exposed to the residual value risk and also to the impairment of the value of the aircraft it owns during the ownership period.
• A negative development in the Company's third party leasing operations might impair its ability to employ all its current and future aircraft, which
again may have a material adverse effect on the Company.
• The Company is dependent on several public authorizations, hereunder relating to the operations of its aircraft and routes, and any cancellation
of such authorizations might have a material adverse effect on the Company’s business, financial condition and results of operations.
• The Company may incur additional costs as a result of the EU Court ruling on compensations for delayed flights.
• The EU Regulation on OTC derivatives, central counterparties and trade repositories may limit the ability of the Company to enter into derivatives
transactions to manage its risk exposure.
Summary of risk factors (4 / 4)
38
• The Company may be subject to liability under both current and future environmental laws and regulations.
• The future development of the regulatory regime of member states in the European Union might have a material adverse effect on the Company’s business, financial condition and results of operations.
• The Bonds may not be a suitable investment for all investors.
• Movements of the market interest rate can adversely affect the value of the Bonds and can lead to losses for the holders of Bonds if they sell their Bonds.
• The Bonds are not guaranteed or secured and will be subordinated to all secured creditors of the Company. Any assets remaining after repayment of the Company's secured debt may not be sufficient to repay all amounts owing under the Bonds.
• The Company's issuance of further debt or granting of security may reduce the amount recoverable by the holders upon the winding-up or insolvency of the Company.
• Although the occurrence of specific change of control events affecting the Company or of a de-listing event will permit the holders to require the Company to redeem the Bonds, the Company may not be able to do so.
• There is no existing trading market for the Bonds, a trading market that provides adequate liquidity may not develop, the Bonds may be subject to purchase and transfer restrictions and the trading price of the Bonds may be volatile. No market-maker agreement is entered into in relation to the Bonds.
• Resolutions passed at meetings of holders of Bonds can bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
• The Bonds and the Company are subject to Norwegian law, and Norwegian law may not be as favorable to Bondholders as laws of other jurisdictions, and there are risks of changes to such laws.
• The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Materialization of any of the above or other risks may have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects and thereby, on the Issuer’s ability to fulfill its obligations under the Bonds as well as the market price and value of the Bonds.