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Integrated Wind Solutions ASA - Contemplated private placement
Oslo, 21 March 2022: Integrated Wind Solutions ASA (“IWS” or the “Company”) has engaged Skandinaviska Enskilda Banken AB (publ) ("SEB") and SpareBank 1 Markets AS ("SB1M", and together with SEB, the “Managers”) to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of up to NOK 350 million (the “Private Placement”). The price per Offer Share has been set at a fixed price of NOK 32.00 (the "Subscription Price"). The number of shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board") on the basis of an accelerated bookbuilding process to be conducted by the Managers.
The proceeds from the Private Placement will be used to finance the equity required for construction of two additional high-end Commissioning Service Operation Vessels (contracted against the exercise of options,), further investments into the Company’s integrated services offering and general corporate purposes including transaction costs.
The Company's largest shareholder, Awilco AS (represented on the Board by Jens-Julius Ramdahl Nygaard), has pre-committed to subscribe for Offer Shares for NOK 250 million in the Private Placement, and will be allocated Offer Shares for minimum NOK 200 million. QVT Financial LP (represented on the Board by Dan Gold), owning 7.14% of the outstanding shares in the Company, has pre-committed to subscribe for and will be allocated their pro-rata share of ~NOK 25 million in the Private Placement. The CEO, COO, CFO and Chairman, will subscribe for and be allocated Offer Shares for an aggregate amount of approximately NOK 7.75 million.
The bookbuilding period in the Private Placement will commence today, 21 March 2022, at 16:30 hours CET and close on 22 March 2022 at 08:00 hours CET. The Company and the Managers may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129) are available, including to employees and directors of the Company and the Company group.
The Private Placement will be divided into two tranches. The first tranche will consist of up to 8,800,349 Offer Shares ("Tranche 1" and the "Tranche 1 Offer Shares"), which equals the number of shares the Board may issue based on the current outstanding authorisation to issue new shares granted by the ordinary general meeting of the Company on 24 June 2021 (the "Authorisation"). The second tranche will consist of a number of Offer Shares up to the remaining 2,137,151 Offer Shares in order to raise total gross proceeds of up to NOK 350 million ("Tranche 2" and the "Tranche 2 Offer Shares"). Issuance of the Tranche 2 Offer Shares will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 5 April 2022 (the "EGM").
Allocation of Offer Shares will be determined by the Board, at its sole discretion, in consultation with the Managers, following the expiry of the bookbuilding period. Awilco AS has agreed to be allocated the Tranche 2 Offer Shares, and, as such, other subscribers in the Private Placement will be allocated Tranche 1 Offer Shares.
Settlement of the Tranche 1 Offer Shares (other than Tranche 1 Offer Shares allocated to Awilco AS) is expected to take place on or about 24 March 2022 on a delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the "Share Lending Agreement") expected to be entered into between the Company, Awilco AS and the Managers. The Tranche 1 Offer Shares issued pursuant to the Authorisation will be used to settle the share borrowing from Awilco AS made under the Share Lending Agreement as well as for delivery of Tranche 1 Offer Shares subscribed for by Awilco AS.
Completion of Tranche 1 is subject to necessary corporate resolutions by the Board required to consummate Tranche 1 of the Private Placement, including final approval by the Board of the Private Placement and issuance of the Tranche 1 Offer Shares. Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) the EGM resolving to issue the Tranche 2 Offer Shares and (iii) the registration of the share capital increase pertaining to the Tranche 2 Offer Shares with the Norwegian Register of Business Enterprises and the Tranche 2 Offer Shares being registered in the VPS. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed. Investors that are allocated shares in the Private Placement undertake to vote in favour of Tranche 2 at the EGM.
The Company reserves the right to, at any time and for any reason prior to delivery of Tranche 1 Offer Shares, to cancel the Private Placement and/or to modify the terms of the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the growth opportunities currently available to the Company. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue.
The Company may, subject to completion of the Private Placement and certain other conditions, consider a subsequent repair offering of new shares (the "Subsequent Offering") at the Subscription Price in the Private Placement and otherwise in line with market practice. Shareholders who were included in the pre-sounding phase of the Private Placement and/or who were allocated shares in the Private Placement will not be eligible to participate in the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in connection with the Private Placement. Advokatfirmaet Grette AS is acting as legal counsel to the Managers in connection with the Private Placement.
For more information, please contact:
Lars-Henrik Røren, CEO Integrated Wind Solutions
+47 98 22 85 06
lhr@integratedwind.com
Marius Magelie, CFO Integrated Wind Solutions
Phone: +47 920 27 419
E-mail: mm@integratedwind.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Marius Magelie, CFO on 21 March 2022 at 16:30 CET on behalf of the Company.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.