NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to Integrated Wind Solutions ASA’s ("IWS" or the "Company") financial report for the third quarter 2024 where the Company announced that it had initiated the process to seek an uplisting of the Company’s shares (the “Shares”) from Euronext Growth Oslo to Euronext Oslo Børs (the “Uplisting”) during the first half of 2025.
The Company is hereby pleased to announce that the Board of Directors of the Company (the "Board") has resolved to seek the Uplisting.
The Board has further decided to launch a public retail offering (the "Offering") in connection with the Uplisting. The Offering will consist of a number of new shares to be issued by the Company that are necessary to raise gross proceeds of approximately NOK 30 million (the "Offer Shares"). The Offer Shares will be offered to the public in Norway, Denmark and Sweden on the terms and subject to the conditions set out in the prospectus prepared in connection with the Offering and the Uplisting (the "Prospectus").
The Offering is conducted to fulfil the admission requirement on number of shareholders pursuant to the admission rules and to broaden the Company’s retail investor base.
Lars-Henrik Røren, CEO of IWS, commented:
“IWS has undergone a remarkable transformation since ordering its first two CSOV newbuildings in January 2021, later increasing to six. Three CSOVs are now in operation and continue to deliver exceptional performance for our clients. The fourth is on its way to Europe, and the remaining two CSOVs are scheduled for delivery later this year. Furthermore, IWS Services and PEAK Wind are experiencing strong growth, and the uplisting of our shares to the Oslo Stock Exchange is a milestone and a natural progression that reflects a new phase of the growth journey for IWS.”
The Company intends to apply for Uplisting of its Shares on Euronext Oslo Børs on or about 24 January 2025. It is expected that the Board of Directors of Euronext Oslo Børs will consider the listing application of the Company on or about 29 January 2025. The Company expects that the listing application will be approved subject to certain conditions being met, including the Offering being completed and the Company fulfilling necessary share spread requirements. Subject to Euronext Oslo Børs' approval of the Company's listing application and completion of the Offering, the Company’s shares are expected to start trading on Euronext Oslo Børs on or about 3 February 2025, under the ticker “IWS”.
The price ("Offer Price") at which the Offer Shares will be issued and sold will be set at a 10% discount to the volume-weighted average price (“VWAP”) of the Shares on Euronext Growth Oslo during the Application Period (as defined below). The final Offer Price will be rounded down to the nearest one decimal. The final Offer Price will be announced in connection with the publication of the results of the Offering post close of the Application Period on or about 29 January 2025.
The net proceeds raised in the Offering will be used for general corporate purposes.
The application period in the Offering will commence on 09:00 (CET) on 17 January 2025 and end on 16:30 (CET) on 28 January 2025 (the "Application Period"), unless extended. Investors applying for Offer Shares electronically through the webservices of Nordnet will be required to submit their applications no later than 23:59 (CET) on 27 January 2025.
The Offering is subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor.
The Prospectus was approved by the Financial Supervisory Authority of Norway on 15 January 2025 and will be subsequently passported into Denmark and Sweden, expected on 16 January 2025, to facilitate that the Offering can be directed to the public in Denmark and Sweden. The Prospectus will be, subject to regulatory restrictions in certain jurisdictions, available at www.integratedwind.com, www.sb1markets.no/transaksjoner and www.nordnet.no/dk/se prior to the commencement of the Application Period.
Applications in the Offering can be made through the websites listed above from commencement of the Application Period, or by executing and submitting the application form appended to the Prospectus to the Manager or Nordnet, provided that Applicants in the Offering who are located in Denmark or Sweden are only permitted to apply through the webservices of Nordnet.
The Offer Shares will be issued and registered in the VPS on the new ISIN NO0013461350 (the "New ISIN") to facilitate that persons with a Norwegian share savings accounts (Nw. Aksjesparekonto) can subscribe for and hold the Offer Shares in their VPS-account. The shares issued by the Company that are registered on the ordinary ISIN NO0010955883 will be transferred to the New ISIN in connection with the Uplisting, and all trades in the Company's shares will be made on the New ISIN with effect from the same date. The Company will revert with further details regarding the ISIN change.
Additional information and terms regarding the Offering, including conditions for completion and further instructions regarding the procedures for application of Offer Shares, are included in the Prospectus.
Subject to timely fulfilment of the conditions for the Offering and payment of the allocated Offer Shares, the Offer Shares will be delivered to the respective VPS accounts of each subscriber that are allocated Offer Shares on or about 3 February 2025. Further details regarding delivery of the Offer Shares to the investors applying for shares through Nordnet in the Offering are set out in the Prospectus. There can be no assurance that the conditions for completion of the Offering will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.
SpareBank 1 Markets AS is acting as Manager in connection with the Offering, and Nordnet Bank AB is acting as Placing Agent.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company.
For further information, please contact:
Marius Magelie
Group CFO Integrated Wind Solutions
Phone: +47 920 27 419
E-mail: mm@integratedwind.com
Lars-Henrik Røren
CEO Integrated Wind Solutions
Phone: +47 98 22 85 06
E-mail: lhr@integratedwind.com
About Integrated Wind Solutions ASA
Integrated Wind Solutions ASA offers a fleet of state-of-the-art service vessels to the offshore wind industry combined with a suite of adhering services to reduce the levelised cost of energy (“LCOE”) for offshore wind. The Company owns 74.62% of IWS Fleet AS, which has four Commissioning Service Operation Vessels (“CSOVs”) delivered and two CSOVs under construction with delivery in 2025. Furthermore, IWS owns the offshore wind supply-chain service company, IWS Services A/S and the investment in the independent advisor, consultancy, data intelligence and wind farm operator firm PEAK Wind Group.
Important Notice
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of the Company. The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Copies of this announcement are not being made and may not be distributed or sent into any other jurisdiction than Norway, Denmark and Sweden, including but not limited to the United States of America, Australia, New Zealand, Canada, the Hong Kong Administrative Region of the People’s Republic of China or Japan.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
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 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 offering in the United States or to conduct a public offering of securities in the United States.
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”, “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 believes 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 its 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither the Company nor the Manager undertake any obligation to review, update, confirm or 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 communication.
The Manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its clients in relation to the planned Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of the Manager or any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.