NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
With reference to the authorization given by the Annual General Meeting of Wilh. Wilhelmsen Holding ASA (the “Company”) on 27 April 2023 for the Board of Directors to acquire up to 10% of outstanding shares in the Company, the Company hereby launches a tender offer to purchase up to 400,000 shares in the Company (the "Offering"). The Offering will be conducted as a reverse book building process in which shareholders can submit sales offers.
The Company intends to acquire up to 300,000 A-shares and up to 100,000 B-shares, subject to offer demand and prices and as further determined by the Company's board. The Company reserves the right, at its own discretion, to acquire fewer shares or no shares at all in the Offering.
The purchase of shares will not impact previously announced dividend guidance. The purpose of the Offering is to cancel the shares acquired in the Offering or settlement of shares in the employee share program.
The Company has mandated DNB Markets, a part of DNB Bank ASA as sole bookrunner.
All shareholders in the Company are invited to sell shares in the Offering, subject to the restrictions set out herein. Shareholders wanting to sell shares in the Offering are required to complete and send the attached acceptance form to DNB Markets at demand@dnb.no before the end of the Application Period. Existing customers of DNB Markets can contact DNB Markets at +47 24 16 90 20 with their respective volume and price targets.
The Offering will be carried out by means of a reverse book building process where the Company, through DNB Markets, will receive offers for desired volume(s) at desired price(s) for sale from the shareholders. The Company reserves the right to, at its own discretion, accept any volume up to an accepted price, or to reject all received offers in the contemplated Offering. The Company may further, at its sole discretion terminate or withdraw the Offering at any time until the time of completion of the Offering.
The application period for tendering shares in the Offering commences at 09:00 hours (CEST) on 10 May 2023 and is expected to close at 16:30 hours (CEST) on 12 May 2023 (the “Application Period”). The final price offered by the Company and the allocation of tendered shares are expected to be resolved by the Company on or about 15 May 2023, the trade date is expected to be on or about 15 May 2023 and the settlement date is expected to be on or about 19 May 2023. The settlement will either be conducted on a normal delivery-versus-payment basis (DVP) or through the VPS system. The Company reserves the right to extend the Application Period at its own discretion. If the Application Period is extended the other dates referred to herein may be amended accordingly.
The Company will – in the event of receiving acceptances above 400,000 shares and deviations from the intended 3:1 ratio between A- and B-shares – depending on the prices and volumes shown by selling shareholders and subject to the restrictions set out herein and applicable legislation, allocate shares at its discretion between the share classes, with the equal treatment of shareholders as the primary objective.
The Company currently has 44,580,000 shares outstanding. Prior to the Offering, the Company holds no own shares.
For further information, please contact: Åge Sturtzel, VP Investments and IR, Tel: (+47) 90 08 76 70 - email: aage.sturtzel@wilhelmsen.com, or Thomas Finnema, Head of Treasury, Tel: (+47) 48 15 51 59.
IMPORTANT NOTICE
The Offering will be carried out in accordance with applicable laws and regulations and information pertaining to the Offering will be disclosed by way of stock exchange notices.
The information contained herein about the Offering is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Åge Sturtzel, VP Investments and IR, Wilh. Wilhelmsen Holding ASA on 10 May 2023 at 08:00 (CEST).
Shareholders considering to tender their shares in the Offering are advised to consult with their own tax advisers with respect to the tax position in their country of residence or other jurisdictions to which they may have a tax liability as a result of a sale of shares in the Offering.
The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions (including, but not limited to, the United States, Canada, Australia and Japan). None of the Company or the Managers assume any responsibility in the event there is a violation by any person of such restrictions. This includes shareholders who have changed their domicile to such jurisdictions but which may access their VPS accounts. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The Offering is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States") or any other jurisdiction in which this would be unlawful, require registration or other measures. This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States or any such jurisdiction and so doing may invalidate any purported acceptance.