Share Issue/Capital Change • Mar 22, 2021
Share Issue/Capital Change
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Integrated Wind Solutions AS – Offering successfully completed
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Integrated Wind Solutions AS – Offering successfully completed
Oslo, 22 March 2021: Reference is made to the stock exchange release from Integrated Wind Solutions AS (“IWS” or the “Company”) on 18 March 2021 regarding the contemplated private placement of new shares in the Company (the “Offering”) in connection with a listing on Euronext Growth Oslo (the “Listing”).
IWS is pleased to announce that the Offering has been successfully completed with the allocation of 18,750,000 Offer Shares (as defined below) at a price of NOK 40.00 per Offer Share (the "Offer Price"), resulting in a total transaction size of NOK 750 million.
In summary:
• The Offering comprised of a primary offering of 17,500,000 new shares (the "New Shares") raising gross proceeds of NOK 700 million (including NOK 200 million in cash already contributed by Awilco AS).
• In addition, the Managers (as defined below) have over-allocated 1,250,000 additional new shares (the “Additional Shares” and, together with the New Shares, the “Offer Shares”).
• The Offering, which attracted strong interest from leading domestic, Nordic and international institutional investors, was well oversubscribed.
• Awilco AS has been allocated NOK 200 million in the Offering, while QVT Financial has been allocated NOK 50 million.
• Lars-Henrik Røren, the Company’s CEO1, and Christopher Andersen Heidenreich, the Company’s COO, have been allocated 62.500 shares and 25,000 shares respectively, while Board Member Jens Julius R. Nygaard has been allocated 75,000 shares (jointly the “Primary Insiders”). Subscriptions by the Primary Insiders are done through the Primary Insiders’ respective wholly owned investment companies.
• Six cornerstone investors have been allocated a total of NOK 260 million in the Offering; (i) Eika Kapitalforvaltning (NOK 60 million); (ii) Nordea Asset Management on behalf of managed funds (NOK 60 million); iii) Sundt AS (NOK 50 million); iv) Danske Invest (NOK 35 million); v) Sissener AS (NOK 30 million) and vi) Arctic Asset Management (NOK 25 million).
• The Company intends to use the net proceeds from the Offering to finance instalments for the Company’s vessels and for potential acquisition opportunities, as well as for general corporate purposes.
• There will be in total 18,750,000 shares in IWS in issue following the issuance of the New Shares, resulting in a post-money market capitalisation of the Company of NOK 750 million based on the Offer Price (assuming full exercise of the over-allotment option).
• The first day of trading on Euronext Growth Oslo is expected to be on or about 25 March 2021 under the trading symbol "IWS” (subject to the necessary approvals from the Oslo Stock Exchange and the registration of the Company’s shares in the Norwegian Central Securities Register, VPS).
Allocation to investors will be communicated on 22 March and the Offering is expected to be settled by the Managers on a delivery-versus-payment basis on or about 25 March.
The Company, Awilco AS and members of the Company's Board of Directors and management have entered into customary lock-up arrangements with the Global Coordinator (as defined below) that will restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company and the members of the Company's Board of Directors and management, and 6 months for Awilco AS, after the commencement of trading in the shares on Euronext Growth Oslo without the prior written consent of the Global Coordinator.
The Company has granted ABG Sundal Collier ASA (the “Stabilisation Manager”) (on behalf of the Managers) an option (the "Greenshoe Option") to subscribe for and have issued at the Offer Price a number of new Shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. The Stabilisation Manager may also, in a period of 30 days from the first day of listing (the "Stabilisation Period") and in accordance with the principles of the EC Commission Regulation 2273/2003, close out such short position by buying shares in the open market with a view to supporting the market price of the shares. Net profits from any such stabilisation activities will be to the benefit of the Company.
Advisors:
ABG Sundal Collier ASA is acting as Global Coordinator and Joint Bookrunner (the “Global Coordinator”) in connection with the Offering and Listing. Clarksons Platou Securities AS and Fearnley Securities AS are acting as Joint Bookrunners in the Offering (together with the Global Coordinator, the “Managers”).
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.
For more information, please contact:
Lars-Henrik Røren, CEO1 Integrated Wind Solutions AS
+47 98 22 85 06
Formally CEO from 1 April 2021
Important Notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 applicable 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 part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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 "believe", "expect", "anticipate", "strategy", "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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to 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 announcement.
Neither of 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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