Hurtigruten Group reaches requisite threshold under the Lock-Up Agreement

Hurtigruten Group AS (the “Company”, and together with its subsidiaries, the “Group”)

The Company is pleased to announce that it has reached the requisite threshold for effectiveness of the Lock-Up Agreement to implement the Proposed SFA Amendments announced on 21 February 2023, and encourages all remaining lenders to accede to the Lock-Up Agreement immediately to receive the early bird fee which expires at 5 p.m. on 14 March 2023.

Background

On 21 February 2023, the Group announced that it had entered into a Lock-Up Agreement for a 2-year maturity extension of its existing EUR 85 million revolving credit facility (the “RCF”) to February 2026 and EUR 655 million term loan facility (the “TLB”) to February 2027 (the “Proposed SFA Amendments”). For further details of the Proposed SFA Amendments, please refer to the 21 February 2023 announcement. All capitalised terms in this announcement shall have the meaning given to them in the 21 February 2023 announcement unless otherwise defined.

Effective Time

The Company is pleased to announce that the requisite threshold for the “Effective Time” under the Lock-Up Agreement has occurred and all provisions of the Lock-Up Agreement have become fully effective. Pursuant to the terms of the Lock-Up Agreement, the Company intends to issue a consent request in respect of the Proposed SFA Amendments to the Lenders via the SFA agent on or before 24 March 2023.

Lenders holding 80.8% of the total commitments under the SFA (including 100% of the Total Revolving Facility Commitments) have either signed up or acceded to the Lock-Up Agreement or have been designated Restricted Lenders by the Company in accordance with the terms of the Lock-Up Agreement.

Further details on acceding to the Lock-Up Agreement

The Company continues to encourage all remaining Lenders to accede to the Lock-Up Agreement. Any Lender, or sub-participant, which would like to become party to the Lock-Up Agreement will need to sign an Accession Letter or Sub-Participant Letter each in the form appended to the Lock-Up Agreement.

Lenders who accede to the Lock-Up Agreement by 5 p.m. on 14 March 2023 or (in respect of Lenders which are constitutionally restricted from consenting or voting to approve the Proposed SFA Amendments), demonstrate their support for the Proposed SFA Amendments to the satisfaction of the Company, by 5 p.m. on 14 March shall be eligible for an early-bird fee of 50 bps (calculated as a percentage of a creditor’s outstanding principal amount of locked-up debt under the SFA as at a future record date) payable within 3 Business Days of completion of the Proposed SFA Amendments.

Additionally, Lenders who are party to the Lock-up Agreement or (in respect of Lenders which are constitutionally restricted from consenting or voting to approve the Proposed SFA Amendments), demonstrate their support for the Proposed SFA Amendments to the satisfaction of the Company shall be eligible for a lock-up fee of 50bps (calculated as a percentage of a creditor’s outstanding principal amount of locked-up debt under the SFA as at a future record date) payable within 3 Business Days of completion of the Proposed SFA Amendments.

The Company invites all Lenders who wish to access the Lock-Up Agreement, Accession Letters and Sub-Participant Letters to visit: https://deals.is.kroll.com/hurtigruten. Kroll Issuer Services Limited, as Information Agent, will provide any Lender which wishes to become party to the Lock-Up Agreement with a word version of the Accession Letter or Sub-Participant Letter on request.

For further information about the Lock-Up Agreement, include accessions, please contact:

Kroll Issuer Services Limited, as Information Agent: hurtigruten@is.kroll.com

Near-dated Refinancing

The Company continues to work towards the implementation of the new 5-year debt facility of EUR 200 million (including warrant instrument), the proceeds of which will be applied towards refinancing the existing term loans maturing in June 2023 in full and general corporate purposes, which is expected to complete in April 2023.

For further information, please contact:

Investor Relations team: InvestorRelations@hurtigruten.com