Edda Wind AS — Share Issue/Capital Change 2021

Nov 15, 2021

Edda Wind ASA – Announcement of the terms for the initial public offering

Edda Wind ASA – Announcement of the terms for the initial public offering

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, 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.

Haugesund, 15 November 2021: Reference is made to the announcement made by Edda Wind ASA (the "Company", OSE ticker "EWIND") on 8 November 2021, regarding its intention to launch an initial public offering (the “Offering”) and to apply for a listing of its shares on the Oslo Stock Exchange (the "Listing", and together with the Offering, the "IPO").

The Company hereby announces that it has resolved to launch the IPO and to apply for a listing of its shares on the Oslo Stock Exchange. Subject to approval of the listing application and a successful completion of the Offering, the shares of the Company are expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 26 November 2021 under the ticker code "EWIND".

THE OFFERING

The Offer Shares (as defined below) will be sold at a fixed price of NOK 30.75 per Offer Share (the "Offer Price"), corresponding to a pre-money equity value of the Company of approximately NOK 1,015 million.

The Company intends to raise gross proceeds of NOK 875 million by issuing new shares (the "New Shares") in the Offering (excluding the proceeds from the issuance of any Additional Shares, as defined below). The Company intends to use the proceeds from the issuance of the Offering to (i) equity finance part instalments of six purpose built newbuilds with planned delivery from 2022, (ii) repay shareholder loans from Østensjø Wind AS and Wilhelmsen New Energy AS (the “Existing Shareholders”), and (iii) for further fleet growth and general corporate purposes, including working capital.

In addition to the New Shares, it is expected that the Managers (as defined below) will elect to over-allot a number of additional shares equaling up to 15% of the number of New Shares sold in the Offering (the "Additional Shares" and, together with the New Shares, the "Offer Shares"). The Existing Shareholders are expected to lend to ABG Sundal Collier ASA (the "Stabilisation Manager"), on behalf of the Managers, a number of shares in the Company equal to the number of Additional Shares to facilitate delivery of any over-allotted Shares.

The Stabilisation Manager, on behalf of the Managers, is expected to be granted an option by the Company to subscribe and purchase a number of new shares to be issued by the Company equal to the number of Additional Shares at a price per share equal to the Offer Price, to cover short positions created by over-allotments in the Offering, exercisable, in whole or in part, within a 30-day period commencing at the time at which trading in the Company's shares commences on the Oslo Stock Exchange. Any net profit from any stabilisation activities shall be for the benefit of the Company.

Three cornerstone investors have, subject to certain conditions, undertaken to acquire, and will be allocated, Offer Shares for a total amount of NOK 465 million in the Offering. These three cornerstone investors are (i) Geveran Trading Co. Limited ("Geveran"), a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family (NOK 200 million committed), ii) Xclat Holdings Ltd (“Xclat”), a subsidiary of the Quantum Pacific Shipping group associated with Mr. Idan Ofer (NOK 200 million committed), and iii) Nordea Investment Management (NOK 65 million committed). Representatives of Geveran and Xclat will both join the Board of Directors in the Company, subject to and with effect from the first day of trading on the Oslo Stock Exchange, and take an active role in the further development of the Company.

The Existing Shareholders, the Company, members of the Company's board of directors and management are expected to enter into customary lock-up agreements with the Managers, which will restrict their ability to issue, sell, pledge or dispose of shares in the Company. The Company will be subject to 9 months lock-up, from the first day of listing and trading of the Shares on the Oslo Stock Exchange. The members of the Company's board of directors and management will be subject to 12 months lock-up, from the first day of listing and trading of the Shares on the Oslo Stock Exchange. The Existing Shareholders will be subject to 6 months lock-up, from the first day of listing and trading of the Shares on the Oslo Stock Exchange. The lock-up undertakings will be subject to certain exemptions and may be waived by the Managers at their sole discretion.

THE OFFERING DETAILS

The terms and conditions of the Offering comprise, in short:

* An institutional offering, in which Offer Shares are being offered to (a) investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus and registration requirements, and (c) investors in the United States who are QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,000,000.

* A retail offering, in which Offer Shares are being offered to the public of Norway, 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. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the institutional offering. Multiple applications by one applicant in the retail offering may be treated as one application with respect to the maximum application limit.

* The Company has approved a share purchase program (the “Share Purchase Program”) available for the Company’s Board of Directors and management. The eligible persons will be invited to participate in the Offering by subscribing for Offer Shares at a price 25% lower than the Offer Price, subject to a three year lock-up period on such Shares. The maximum amount the management is allowed to participate with pursuant to the share purchase program, and be guaranteed allocation of Offer Shares of, is three times their annual base salary. The maximum amount for participation and allocation for the members of the Board of Directors is NOK 500,000 per person. In addition, the previous CFO and one previous Board member of the Company have been offered the same right as the Board of Directors as described above.

PROSPECTUS

Further details of the Offering and the terms thereof will be set out in the prospectus to be prepared by the Company in connection with the Offering, which is expected to be dated and approved today, 15 November 2021 (the "Prospectus"). The Prospectus and the application form for the retail offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.eddawind.com, www.abgsc.com, www.dnb.no/emisjoner, www.securities.clarksons.com or www.nordnet.no from the start of the bookbuilding period and the application period. Hard copies of the Prospectus may be obtained free of charge at the Company's offices in Haugesund, Norway (Smedasundet 97, 5525 Haugesund) or by contacting one of the Managers.

TIMELINE AND OFFER PERIOD

The bookbuilding period for the institutional offering is expected to commence on 16 November 2021 at 09:00 hours (CET) and run until 14:00 hours (CET) on 24 November 2021. The application period for the retail offering is expected to commence at 09:00 hours (CET) on 16 November 2021 and expire at 12:00 hours (CET) on 24 November 2021. However, investors applying for Offer Shares in the retail Offering through the Nordnet webservice (www.nordnet.no) must do so prior to 23:59 hours (CET) on 23 November 2021 in order for their orders to be valid. The bookbuilding period and the application period may be shortened or extended at any time, however such that they cannot be shortened to expire prior to 24:00 hours (CET) on 23 November 2021 or be extended beyond 16:30 hours (CET) on 2 December 2021. In the event of a shortening or an extension of the bookbuilding period and the application period, the allocation date, the payment due date and the date of delivery of Offer Shares will be changed accordingly, but the date of the listing and commencement of trading of the Shares on the Oslo Stock Exchange may not necessarily be changed.

The final number of the Offer Shares will be set by the Company, in consultation with the Joint Global Coordinators, following the bookbuilding process.

CONDITIONS FOR THE OFFERING

Completion of the Offering is conditional upon the Oslo Stock Exchange approving the Company's application for listing of its Shares expected to be on or about 23 November 2021, and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that (i) the Offering is completed, (ii) the free float in the Company’s shares is at least 25% and (iii) the Company obtains a minimum of 500 shareholders, each holding shares with a value of more than NOK 10,000 for Listing on Oslo Børs, or alternatively 100 for Euronext Expand.

Completion of the Offering on the terms to be set forth in the Prospectus is otherwise only conditional on (i) the Company, in consultation with the Joint Global Coordinators (as defined below), resolving to proceed with the Offering, (ii) the Company, in consultation with the Joint Global Coordinators, having approved the number of Offer Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process, and (iii) the Managers and the Company having entered into the placing agreement regarding the placement of the Offer Shares.

ADVISORS

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"). Clarkson Platou Securities AS is acting as joint bookrunner together with the Joint Global Coordinators (collectively, the "Managers").

Advoaktfirmaet BAHR AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

For further queries, please contact:

Kenneth Walland, CEO Edda Wind

Phone: +47 916 93 418

E-mail: kenneth.walland@eddawind.com

Håvard Framnes, Chair Edda Wind

Phone: +47 993 86 430

E-mail: havard.framnes@ostensjo.no

ABOUT EDDA WIND

Edda Wind is a leading pure play offshore wind service company headquartered in Haugesund, Norway. The Company develops, builds, owns and operates purpose-built Service Operation Vessels (“SOV”) and Commissioning Service Operation Vessels (“CSOV”) for offshore wind farms worldwide. Edda Wind is creating the next generation of offshore wind service vessels and works closely with partners to develop new technologies to reduce emissions without compromising operational capabilities or cost competitiveness. As of today, the Company owns and operates two purpose-built offshore wind SOVs, operates one chartered frontrunner, and has six dedicated offshore wind vessels under construction – two offshore wind SOVs and four offshore wind CSOVs – with delivery from 2022. All newbuild vessels are prepared for zero-emission utilising liquid organic hydrogen carrier as an energy source.

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 and Sweden, 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.