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 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.
Oslo, 28 January 2025: Reference is made to the stock exchange announcement made by Integrated Wind Solutions ASA ("IWS" or the "Company") on 15 January, 2025, where the Company announced the decision to uplist the Company's shares (the "Shares") from Euronext Growth Oslo to Euronext Oslo Børs (the "Uplisting"), the terms of a retail offering to the public in Norway, Denmark and Sweden (the “Offering”) and the approval and publication of the Company’s prospectus (the “Prospectus”) prepared in connection with the Offering and the Uplisting.
The Company is pleased to welcome approximately 700 new shareholders through the conditional allocation of 810,800 new shares in the Company (the "Offer Shares"), each with a par value of NOK 2.00. The Offer Shares will be issued at a subscription price of NOK 37.00 per Offer Share (the "Offer Price"), raising gross proceeds of approximately NOK 30 million. The Offer Price represents a 10% discount to the volume-weighted average price of the Company's Shares on Euronext Growth Oslo during the application period for the Offering (rounded down to the nearest one decimal).
The Company received subscriptions for approximately NOK 111 million, and the Offering was therefore almost four times covered. All applicants who submitted a valid application have received allocation.
Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 29 January 2025. Investors who have access to investor services through their VPS account manager will be able to see how many Offer Shares they have been allocated from on or about 29 January 2025.
Payment for the allocated Offer Shares is due on 31 January 2025, and there must be sufficient funds in the stated bank account from and including 30 January 2025 (27 January 2025 for applicants who have subscribed for shares through Nordnet). The Offer Shares are expected to be pre-funded by SpareBank 1 Markets AS pursuant to a pre-funding agreement between the Company and SpareBank 1 Markets AS, in order to facilitate prompt registration of the share capital increase pertaining to the issuance of Offer Shares. The Company anticipates that the share capital increase related to the Offering will be registered with the Norwegian Register of Business Enterprises on or about 31 January 2025. Subject to timely payment of the subscription amount, the Offer Shares are expected to be delivered to the VPS accounts of each subscriber on or about 3 February 2025. The Company's shares, including the Offer Shares, are expected to commence trading on Euronext Oslo Børs on 3 February 2025 on the new ISIN NO 0013461350.
Further information about the conditions for completion of the Offering and the payment and delivery procedures are included in the Prospectus. For further information about the ISIN change and the temporary ticker change, please see the stock exchange announcement issued by the Company earlier today, on 28 January 2025.
Following registration of the new share capital pertaining to the issuance of the Offer Shares in the Offering, the Company's share capital will be NOK 79,910,116 divided into 39,955,058 shares, each with a par value of NOK 2.00.
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.