Havila Kystruten AS announced that 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. Following constructive dialogue with potential bond investors, potential equity investors and different stakeholders, the Company announced a revised refinancing plan consisting of a private placement raising the NOK equivalent of approximately EUR 65 million and a senior secured first lien bond issue of EUR 325 million by the Company's subsidiary Havila Kystruten Operations AS. 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 in consultation with the Managers following an accelerated bookbuilding process. The proceeds from the Private Placement will be used to repay certain credit issued by the Tersan yard, making payment of delivery instalments to Tersan, as well as to cover operational expenses and transactional costs. Havila Holding AS (the Company's largest shareholder owning 60.42%) has pre-committed to subscribe for and will be allocated New Shares for the NOK equivalent of EUR 40 million.

In addition, cornerstone investors have committed to subscribe for the NOK equivalent of EUR 25 million. The cornerstone investors who are already shareholders of the Company will be allocated full allocation of New Shares up to their respective pro rata shareholding in the Company. Cornerstone investors who have committed to subscribe for more than their pro rata portion will receive an underwriting fee in the amount of NOK 0.10 for each New Shares committed in excess of the pro rata portion.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.

The application period for the Private Placement commences today, on 19 June 2023 at 16:30 CEST, and is expected to close no later than 20 June 2023 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the application period is shortened or extended, other dates referred to herein may be changed correspondingly.

Allocation of the New Shares in the Private Placement will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Settlement is subject to any shortening or extensions of the bookbuilding period and satisfaction of the Conditions. Completion of the Private Placement is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of an extraordinary general meeting expected to be held on 27 June 2023.

Following such EGM, the Managers will pre-pay the total subscription amount in the Private Placement for investors other than Havila Holding AS in order to facilitate delivery-vs-payment settlement, however, the allocated New Shares will not be delivered to, nor will they be tradable by, the relevant applicant before the registration of the share capital increase pertaining to the issuance of the New Shares has taken place. The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time available to secure financing for delivery of vessels from Tersan, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 19 June 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated New Shares in the Private Placement, (ii) were offered participation in the pre-sounding for the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.

Launch of a Subsequent Offering will require approval by the EGM of the Company and may also require publication of a prospectus to be prepared by the Company. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering. Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge are acting as Managers for the Private Placement and the Bond Issue.

Wikborg Rein Advokatfirma AS and Advokatfirmaet Thommessen AS are acting as legal counsel to Havila Kystruten AS and the Managers, respectively.