Integrated Wind Solutions ASA – Order of two newbuildings, operational update and contemplated private placement
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
+47 98 22 85 06
lhr@iwsfleet.com
Marius Magelie, CFO Integrated Wind Solutions
Phone: +47 920 27 419
E-mail: mm@iwsfleet.com
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.