Haugesund, 25 June 2024: Edda Wind ASA (the "Edda Wind" or the "Company")
announces that it has engaged ABG Sundal Collier ASA and DNB Markets, a part of
DNB Bank ASA as Joint Global Coordinators and Joint Bookrunners, and Danske Bank
and Sparebank 1 Markets AS as Joint Bookrunners (together with the Joint Global
Coordinators, the "Managers") to advise on and effect a contemplated private
placement (the "Private Placement") of new ordinary shares in the Company (the
"Offer Shares") raising gross proceeds of the NOK equivalent of EUR 35 million.
The price per Offer Share in the Private Placement (the "Offer Price") is set at
a fixed price of NOK 23.5 per Offer Shares by the Company's board of directors
(the "Board").
The Private Placement
Wilhelmsen New Energy AS, Geveran Trading Co Ltd. and EPS Ventures Ltd (Eastern
Pacific Shipping), together owning 82.14% of the outstanding shares in the
Company, have pre-subscribed for the full Private Placement. Subject to investor
interest in the Private Placement, the top three shareholders will scale back
their subscriptions towards pro-rata holding (i.e. 82.14% of the Private
Placement).
The net proceeds from the Private Placement are intended to revitalise the
Company's liquidity position following a period of unscheduled offhire and
operational setbacks. Following the Private Placement, the Company will have a
liquid and strong balance sheet enabling the Company to explore further growth
and accretive opportunities.
The application period in the Private Placement will commence today, 25 June
2024 at 16:30 hours CEST and is expected to close on or before 26 June 2024 at
08:00 hours CEST. The Company, after consultation with the Managers, reserves
the right to, at any time and in its sole discretion and for any reason, close
or extend the application period or to cancel the Private Placement in its
entirety on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States, subject to applicable
exemptions from any prospectus and registration requirements and in reliance on
Regulation S. under the U.S, Securities Act 1933, as amended (the "Securities
Act"), and (b) to investors in the United States who are QIBs as defined in Rule
144A under the Securities Act, and to "major U.S. institutional investors" as
defined in SEC Rule 15a-6 under the United States Exchange Act of 1934, in each
case subject to an exemption being available from offer prospectus requirements
and any other filing or registration requirements in the applicable
jurisdictions, including the EU Prospectus Regulation (Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 (the "Prospectus
Regulation", and subject to other selling restrictions. The minimum application
and allocation amount has been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate New Shares
for an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to the Norwegian Securities Trading Act, the
Prospectus Regulation and ancillary regulations are available. Further selling
restrictions and transaction terms will apply.
Allocation and final number of Offer Shares to be issued will be determined
after the expiry of the application period by the Board and at its sole
discretion, in consultation with the Managers, based on criteria such as (but
not limited to) pre-commitments, current ownership in the Company, timeliness of
the application, price leadership, relative order size, sector knowledge,
investment history, perceived investor quality and investment horizon. The Board
reserves the right at its sole discretion, to reject and/or reduce any orders,
in whole or in part. The Board and the Managers further reserve the right, at
their sole discretion, to take into account the creditworthiness of any
applicant. There is no guarantee that any potential investor will be allocated
shares.
Settlement and Dates
The Offer Shares are expected to be settled with new shares in the Company to be
issued under the existing Board authorisation to issue new shares (the "Board
Authorisation") granted by the Company's annual general meeting held on 29 May
2024, and delivery versus payment ("DVP") settlement is expected to be
facilitated by a pre-funding agreement expected to be entered into between the
Company and the Joint Global Coordinators (the "Pre-funding Agreement").
The Offer Shares allocated to applicants in the Private Placement will be
tradable after the announcement by the Company that the share capital increase
pertaining to the Private Placement has been registered with the Norwegian
Register of Business Enterprises (the "NRBE"), which is expected on or about 27
June 2024 (T+1).
Settlement is expected to take place on or about 28 June 2024 (T+2) on a DVP
basis.
Conditions for Completion
Completion of the Private Placement by delivery of the Offer Shares to
applicants in the Private Placement (the "Applicants") is subject to: (i) the
Board resolving to proceed with the Private Placement and to allocate the Offer
Shares