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Icelandair Group hf.: Icelandair Group publishes a prospectus

Icelandair Group hf.

Icelandair Group’s (the “Company” or the “Issuer”) Board of Directors intends to seek authorization to increase the Company’s share capital by up to ISK 23,000 million in nominal terms, by issuing shares in relation to a public share offering for a minimum of ISK 20,000 million (the “New Shares”). The Issuer will cancel the Offering if the minimum number of subscriptions, amounting to ISK 20,000 million, are not received. The Issuer will in such an event publish an announcement thereof.

The subscription period of the share offering is expected to start at 9:00 GMT on 16 September 2020 and end at 16:00 GMT on 17 September 2020 (the “Subscription Period”). The results of the Offering are expected to be published on 18 September 2020. The final due date for payment is set for 23 September 2020 and paid New Shares are expected to be delivered to investors at latest on 9 October 2020. Pursuant to the above information the first expected day of trading of the New Shares on the regulated market of Nasdaq Iceland is 12 October 2020. The Subscription Period may not be shortened but may be extended as required by law inter alia in the event of a publication of a supplement to the Prospectus. The Company reserves the right to amend the Subscription Period at their sole discretion. Any amendments to the Subscription Period will be publicly announced and advertised.

The Company has today published a Prospectus that comprises a Summary, a Share Registration Document and a Securities Note, all dated 8 September 2020. The Prospectus will be accessible on the Company's website, https://www.icelandairgroup.is/investors/reports-and-presentations/prospectus/ for a period of 10 years. Printed copies are available upon request through ir@icelandairgroup.is.

The Company´s Board of Directors has put forth its recommendations regarding the terms and conditions of the Offering to the shareholders’ meeting that is scheduled to take place on 9 September 2020. According to the Board’s recommendation the offering price in the Offering will be ISK 1.0 per share. The New Shares can only be paid in cash in ISK. The New Shares are all of the same class and bear the same rights and are identical to the existing shares in Icelandair Group. Notwithstanding, investors who will be allocated New Shares in the Offering will receive Warrants amounting to 25% of the nominal value of the New Shares issued. Attention is drawn to the fact that the Warrants have been ruled a complex financial instrument by the Icelandic Supervisory Authority (the “FSA”) requiring investors to undergo an appropriateness test in order to qualify to receive the Warrants. The test will be administered by the Co-Managers and will form part of the subscription process.

Investors are offered two subscription options, Order Book A and Order Book B, which differ in terms of size of subscription and allocation. Participation in the Offering is open to individuals eligible in accordance with Act No 71/1997 on legal competence, or legal entities holding an Icelandic ID Number, having regard for restrictions that may be imposed by law.

The Offering is only marketed in Iceland. Employees of Íslandsbanki and Landsbankinn who intend to participate in the Offering may be subject to stricter rules. The New Shares will be disbursed in conformity with Act No. 2/1995 on Public Limited Companies and the Company's Article of Association.

Subscriptions shall be registered electronically on a special-order form (subscription website) which can be reached via this website: https://www.landsbankinn.is/utbod/icelandair. A decision on the allocation of the New Shares will be made by the Company following the expiration of the subscription period. The Company reserves the right to reject subscriptions in full or in part at its sole and unfettered discretion.

An invoice is expected to be sent to subscribers who will be allocated New Shares on 18 September via their online bank. Investors that do not receive an invoice will not have been allocated New Shares in the Company. No further notification will be made regarding allocation of New Shares.

The payment date for allocated New Shares is expected to be 23September. For any shares that remain unpaid at the close of business on the due date Icelandair Group's Board of Directors may either opt to collect payment with penalty interest (according to Article 6 of Act No. 38/2001) and costs, or cancel the subscription of the shares in question and allocate those shares to a third party without notice or notification to investors.


Attached is Icelandair Group’s full Prospectus dated 8 September 2020.

The Offering described in the Securities Note constitutes a public offering pursuant to Act No. 14/2020 on Prospectuses for Public Offering or Admission to Trading on a Regulated Market. The Offering will only take place in Iceland.  

Receipt of the Prospectus does not constitute an offer or an invitation to purchase any of, the New Shares in any jurisdiction other than Iceland, in which such offer or sale would be unlawful. The distribution of the Prospectus, and the Offering of the New Shares, is restricted by Icelandic law. This Prospectus may only be used where it is legal to offer, solicit offers to purchase or sell the New Shares. Persons who obtain the Prospectus must inform themselves about and observe all such restrictions. Investors should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to subscribe for the New Shares in the Offering.