Integrated Wind Solutions ASA - Order of two newbuildings, operational update and contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN. 

Integrated Wind Solutions ASA - Order of two newbuildings, operational update
and contemplated private placement
Oslo, 24 January 2023: Integrated Wind Solutions ASA ("IWS" or the "Company") is
pleased to announce that it has, through its fully owned subsidiary, IWS Fleet
AS, entered into shipbuilding contracts for the construction of two additional
Walk-to-Work Commissioning Service Operations Vessels ("CSOV").

The Company today also updates the market on the progress of the CSOV's
currently under construction as well as an update on the contracts already
entered into for the aforementioned CSOV's.

Finally, the Company hereby announces a contemplated private placement of new
shares in the Company (the "Offer Shares") in order to raise gross proceeds of
NOK 350 million (the "Private Placement").  

Two additional Skywalker class CSOV newbuildings

The Company's wholly owned subsidiary IWS Fleet AS has exercised options and
entered into construction contracts with China Merchants Industry Holdings Co.,
Ltd. ("CMI") for the acquisition of two additional Walk-to-Work Commissioning
Service Operations Vessels ("CSOV"). The two newbuilds are scheduled for
delivery in Q2 2025.

The firm yard price is about EUR 52.5 million per vessel. Approximately 50% of
the vessel value is related to Norwegian export companies providing advanced
technology ensuring safe and efficient operations during operations of the
vessel.

After delivery, IWS will have a fleet of six identical Skywalker class vessels
designed specifically to support commissioning works during the construction of
wind farms, as well as supporting operations and maintenance during the lifetime
of offshore wind farms, bottom fixed and floating.

"We are pleased to order two additional CSOVs and increase our fleet to six
identical sister vessels. Our fleet will be uniquely positioned for a strong and
growing offshore wind market with the first vessel commencing the charter
contract to the Dogger Bank Offshore Wind Farm later this year. We see increased
interest in our vessels and the integrated services IWS provides through its
subsidiary IWS Services A/S.

This newbuilding order is in line with the communicated strategy and business
plan and is a further step towards our ambition of providing efficient services
to the offshore wind industry" says Lars-Henrik Røren, CEO of Integrated Wind
Solutions ASA.

These hybrid powered vessels will be among the first vessels in the industry
capable of zero-emission operations. The vessels are designed by Kongsberg
Maritime and equipped with the latest generation fully compensated gangway and
3d crane. The vessels have several "industry firsts", such as the largest
battery pack with solar panels for additional charging, hull and propulsion
design increasing operability and reducing emissions, and an energy consumption
estimated to be 20% lower than comparable CSOVs currently under construction.
The vessels are also the first in the industry to have the "DNV SILENT"
notation, which focuses on minimising the impact on marine life below water.

IWS has also secured options for an additional two Skywalker class CSOVs from
the shipyard CMI.

Operational update

In December 2022, the Dogger Bank consortium and IWS Fleet AS signed the final,
binding contract for the charter party for Dogger Bank C, with a start-up in
2025 and a duration of 304 days.

The Company has received a term sheet for a Green Senior Secured Credit Facility
from Skandinaviska Enskilda Banken AB ("SEB") and SpareBank 1 SR-Bank ASA ("SR
Bank") for the debt financing of IWS Seawalker and IWS Starwalker (vessels #3
and #4).

Due to global supply chain issues affecting the delivery of the walk to work
gangway system, the Company expects changes to the delivery schedule of the
first two vessels. It has been agreed with the charterer of the first vessel,
IWS Skywalker, that it will commence its contract in Q4 2023. The Company
expects the second vessel, IWS Windwalker to be ready for commercial operations
in early Q1 2024. The revised delivery schedule will have minor financial impact
on the Company.

The contemplated Private Placement

IWS  has engaged ABG Sundal Collier ASA, Clarksons Securities AS, Skandinaviska
Enskilda Banken AB (publ) and SpareBank 1 Markets AS as joint bookrunners and
Arctic Securities AS as co-manager (together, the "Managers") to advise on and
effect the contemplated Private Placement. The price per Offer Share has been
set at a fixed price of NOK 33.00 (the "Subscription Price"). The final number
of shares to be issued in the Private Placement will be determined by the board
of directors of the Company (the "Board") on the basis of an accelerated
bookbuilding process to be conducted by the Managers.

The proceeds from the Private Placement will be used to finance yard payments
for the construction of the Company's Commissioning Service Operation Vessels
and general corporate purposes.

The Company has received significant interest for the Private Placement during
the pre-sounding phase, and have received the following pre-commitments to
subscribe for Offer Shares at the Subscription Price,, subject to customary
conditions:

Awilco, owning ~39.42% of the shares outstanding in the Company and represented
on the Company's Board of Directors by Jens-Julius Ramdahl Nygaard, has
pre-committed to apply for, and will be allocated, their pro rata share in the
Private Placement.

QVT Financial LP, owning 7.71% of the shares outstanding in the Company and
represented on the Company's Board of Directors by Daniel Gold, has
pre-committed to apply for, and will be allocated, their pro rata share in the
Private Placement. 

The bookbuilding period in the Private Placement will commence today, 24 January
2023, at 16:30 hours CET and close on 25 January 2023 at 08:00 hours CET. The
Company and the Managers may, however, at any time resolve to extend or shorten
the bookbuilding period on short or no notice. If the bookbuilding period is
extended or shortened, any other dates referred to herein may be amended
accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including Regulation
(EU) 2017/1129) are available, including to employees and directors of the
Company and the Company group.

Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Managers, following the expiry of the
bookbuilding period. 

Settlement of the Offer Shares is expected to take place on or about 27 January
2023 on a delivery versus payment basis by delivery of existing and unencumbered
shares in the Company that are already listed on Euronext Growth Oslo pursuant
to a share lending agreement (the "Share Lending Agreement") expected to be
entered into between the Company, Awilco AS and the Managers. A number of shares
equal to the final number of Offer Shares will be issued by the Company's board
of directors pursuant to the authorisation granted by the annual general meeting
of the Company held on 9 May 2023, and will be used to settle the share
borrowing from Awilco AS made under the Share Lending Agreement. 

Completion of the Private Placement is subject to necessary corporate
resolutions by the Board required to consummate the Private Placement, including
final approval by the Board of the Private Placement and issuance of Offer
Shares. 

The Company reserves the right to, at any time and for any reason prior to
delivery of Offer Shares, to cancel the Private Placement  and/or to modify the
terms of the Private Placement. Neither the Company nor the Managers will be
liable for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies admitted to trading on Euronext
Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment, and deems that the proposed Private Placement is in compliance with
these obligations. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement, particularly in light of the current market conditions and the growth
opportunities currently available to the Company. By structuring the equity
raise as a private placement, the Company is expected to raise equity
efficiently, with a lower discount to the current trading price, at a lower cost
and with a significantly reduced completion risk compared to a rights issue.

The Company may, subject to completion of the Private Placement and certain
other conditions, consider a subsequent repair offering of new shares (the
"Subsequent Offering") at the same subscription price as the Private Placement
and otherwise in line with market practice. Shareholders who were allocated
shares in the Private Placement will not be eligible to participate in the
Subsequent Offering. The Company reserves the right in its sole discretion to
not conduct or to cancel the Subsequent Offering.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in
connection with the Private Placement. 

For more information, please contact: 
Lars-Henrik Røren, CEO Integrated Wind Solutions 
[phone] 
[e-mail]

Marius Magelie, CFO Integrated Wind Solutions 
Phone: [phone] 
E-mail: [e-mail]

About:
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 has
six Commissioning Service Operation Vessels ("CSOVs") under construction with
delivery in 2023, 2024 and 2025 in addition to options for two additional
vessels. Furthermore, IWS owns the offshore wind supply-chain service company,
IWS Services A/S and has a 30% ownership in the independent advisor,
consultancy, data intelligence and wind farm operator firm PEAK Wind Group.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Marius Magelie, CFO on 24 January 2023 at 16:30
CET on behalf of the Company.

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. 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.
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 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 (EU) 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 believe 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 their 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 Company does not make any
guarantee 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 announcement. 

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 the Managers nor any of their 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 its affiliates accepts any liability arising from the use of
this announcement.

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.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange