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Edda Wind AS — Share Issue/Capital Change 2021
Nov 26, 2021
3585_rns_2021-11-26_3e61f7a0-7a67-4a25-baaf-d435ae865fba.html
Share Issue/Capital Change
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Edda Wind ASA – Stabilisation and over-allotment notice
Edda Wind ASA – Stabilisation and over-allotment notice
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange notice by Edda Wind ASA (the “Company”) of 24 November 2021 regarding completion of the initial public offering of shares in the Company (the “Offering”).
ABG Sundal Collier ASA ("ABGSC" or the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities from today, 26 November 2021, to and including, 24 December 2021 (the "Stabilisation Period"). Any stabilisation transactions will be aimed to support the market price of the Company’s shares.
In connection with the Offering, the Managers have over-allotted a total of 4,290,243 shares in the Company to the applicants in the Offering, equalling approximately 15% of the total number of new shares initially allocated in the Offering.
In order to permit delivery in respect of the over-allotments made, Østensjø Wind AS (“Østensjø”) and Wilhelmsen New Energy AS (“Wilhelmsen”) have, with a split of 50-50, lent to the Stabilisation Manager, on behalf of the Managers, a number of existing shares in the Company equal to the number of over-allotted shares. For further details on over-allotment and stabilisation activities, please see the prospectus dated 15 November 2021 prepared by the Company (the "Prospectus").
Further, the Company has granted to the Stabilisation Manager, on behalf of the Managers, an over-allotment option with a right to subscribe for up to 4,290,243 new shares in the Company at a share price of NOK 30.75, which is equal to the offer price in the Offering (the "Offer Price"). The over-allotment option is exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, within the Stabilisation Period. The Stabilisation Manager may close out the short position created by over-allotting shares in the Offering by purchasing shares in the open market through stabilisation activities and/or by exercising the over-allotment option.
The Stabilisation Manager may effect transactions with a view to supporting the market price of the Company’s shares at a level higher than what might otherwise prevail, by buying shares in the Company in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there can be no assurance that stabilisation activities will be undertaken. If stabilisation activities are undertaken, they may be discontinued at any time, and must be brought to an end upon or before expiry of the Stabilisation Period.
Any stabilisation activities will be conducted in accordance with the Market Abuse Regulation and the Commission Delegated Regulation 2016/1052 of 8 March 2016 as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Act regarding buy-back programmes and stabilisation of financial instruments.
If stabilisation activities are undertaken, information on the activities will be published no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of shares sold and purchased; (ii) the dates on which the stabilisation period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period; and (iv) the date at which stabilisation activities last occurred.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, are acting jointly as joint global coordinators and joint bookrunners (collectively, the "Joint Global Coordinators"). Clarksons Platou Securities AS is acting as joint bookrunner together with the Joint Global Coordinators (collectively, the "Managers").
Advokatfirmaet BAHR AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
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For further queries, please contact:
Kenneth Walland, CEO Edda Wind
Phone: +47 916 93 418
E-mail: [email protected]
Tom Johan Austrheim, CFO Edda Wind
Phone: +47 982 09 873
E-mail: [email protected]
IMPORTANT INFORMATION
This information does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA member state, other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA member state. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any EEA member state). In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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.
This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective 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 their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.