NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE 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 - Private placement successfully completedOslo ,24 January 2023 : Reference is made to the stock exchange notice published byIntegrated Wind Solutions ASA ("IWS" or the "Company") today,24 January 2023 , regarding the contemplated private placement of new shares in the Company to raise gross proceeds of approximatelyNOK 350 million (the "Private Placement"). IWS hereby announces that it has allocated 10,606,060 new shares (the "Offer Shares ") in the Private Placement at a subscription price ofNOK 33.00 per share (the "Subscription Price"), raising gross proceeds ofNOK 350 million .ABG Sundal Collier ASA , Clarksons Securities AS,Skandinaviska Enskilda Banken AB (publ) andSpareBank 1 Markets AS acted as joint bookrunners andArctic Securities AS acted as co-manager (together, the "Managers") in connection with the Private Placement. 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. Notification of allocation and settlement instructions for the Private Placement are expected to be issued by the Managers to the applicants on25 January 2023 . Settlement of the Private Placement is expected to take place on or about27 January 2023 on a delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext GrowthOslo pursuant to a share lending agreement (the "Share Lending Agreement") entered into between the Company,Awilco AS and the Managers. A number of shares equal to the final number ofOffer Shares will be resolved issued by the Company's board of directors pursuant to the authorisation granted by the annual general meeting of the Company held on9 May 2023 , and will be used to settle the share borrowing fromAwilco AS made under the Share Lending Agreement. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital ofNOK 78,288,516 divided into 39,144,258 shares, each with a par value ofNOK 2.00 . 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 theOslo 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 is 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 has been able to raise equity efficiently, with a limited discount of 4.1% compared to the closing price as of the end of24 January 2023 , at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Company and the Managers has also as part of the Private Placement been in contact with shareholders representing a significant amount of the outstanding shares. The board of directors has on this basis resolved to not proceed with a subsequent repair offering towards shareholders who did not participate in the Private Placement. The following persons discharging managerial responsibilities ("Primary Insiders") and close associates have been allocatedOffer Shares : - The Company's largest shareholder,Awilco AS (represented on the Board by Jens-Julius Ramdahl Nygaard) was allocated 4,180,999Offer Shares . -QVT Financial LP (represented on the Board byDan Gold ) was allocated 753,241Offer Shares . -The Company's COO,Christopher Andersen Heidenreich through Aconcaqua AS, was allocated 4,545Offer Shares . See the form of notification and public disclosure by PDMRs and their close associates attached to this notice.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, CEOIntegrated Wind Solutions +47 98 22 85 06 lhr@integratedwind.com Marius Magelie, CFO Integrated Wind Solutions Phone: +47 920 27 419 E-mail: mm@integratedwind.com 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. Thisstock exchange announcement was published by Marius Magelie, CFO on24 January 2023 at the time and date provided. 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 theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe 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 theUnited 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.
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