WALLENIUS WILHELMSEN ASA - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
EXCEPT AS PERMITTED BY APPLICABLE LAW, OR ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRES ANY OTHER
REGISTRATION MEASURES.
6 October 2026
Reference is made to the announcement published earlier today by Wallenius
Wilhelmsen ASA ("WAWI", the "Company", OSE ticker code: WAWI) regarding a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares").
The Company is pleased to announce that the Private Placement has been
successfully completed, raising gross proceeds of the NOK equivalent of USD 300
million, through the allocation of 17,145,000 Offer Shares at an offer price of
NOK 168 per Offer Share (the "Offer Price").
Through the Private Placement, the Company is expanding its newbuilding program
to strengthen its leading position in the deep-sea RoRo segment. The Company is
in advanced discussions with yards to enter into shipbuilding contracts for 4x
large dual fuel LNG vessels at attractive terms, with delivery in 2030 and
options for additional 8x newbuilds at similar terms, with quarterly deliveries
from 2031 and onwards. This decision will extend the newbuilding program to a
total of 26 vessels (including options), with steady deliveries from Q3 2026
through 2032, increasing the Company's operating leverage towards a structurally
strong car carrier market.
The net proceeds will, together with debt financing, be used to fully finance
the total newbuild program, and for general corporate purposes. The Private
Placement will further allow the Company to maintain a robust balance sheet,
providing flexibility to pursue attractive growth opportunities as they arise
and provide shareholders with a competitive return over time through a
combination of rising value for the Wallenius Wilhelmsen share and dividend
payments.
Due to the significant demand for Offer Shares, and to support liquidity and
overall investor diversity, the Company's largest shareholder, Wilh. Wilhelmsen
Holding ASA ("WWH"), was allocated 2,850,000 Offer Shares (equal to 17% of all
Offer Shares).
Settlement of Offer Shares allocated to investors other than WWH is expected to
take place on or about 9 October 2026 on a delivery versus payment (DVP) basis,
facilitated through the delivery of existing and unencumbered shares in the
Company that are already admitted to trading on Euronext Oslo Børs pursuant to a
share lending agreement entered into between the Global Coordinator (as defined
below), the Company and WWH (the "Share Lending Agreement").
Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a share capital of NOK 228,929,967.76 divided into 440,249,938 shares, each
with a nominal value of NOK 0.52.
The Private Placement entails a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Company's board of directors (the
"Board") has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Liability Companies Act and the
Norwegian Securities Trading Act, and is of the opinion that it is in compliance
with these requirements. By structuring the transaction as a private placement,
the Company was in a position to raise capital in an efficient manner and with
significantly lower completion risks compared to a rights issue. In addition,
the Private Placement and the Offer Price was subject to marketing through a
publicly announced bookbuilding process and a market-based offer price should
therefore be achieved. The Company's shareholder base was also widened and
strengthened by completing the transaction as a private placement. On this basis
and based on an assessment of the current equity markets, the Board has
considered the Private Placement to be in the common interest of the Company and
its shareholders. Given the Offer Price relative to the current price of the
Company's shares, that the Offer Price is based on a bookbuilding process, and
the limited dilutive effect for shareholders not participating in the Private
Placement, the Board has concluded to not carry out a subsequent offering
directed at shareholders not participating in the Private Placement.
Advisors
DNB Carnegie, a part of DNB Bank ASA is acting as sole global coordinator and
joint bookrunner (the "Global Coordinator"), and ABG Sundal Collier ASA, Nordea
Bank Abp NUF and Skandinaviska Enskilda Banken AB (publ), Oslo Branch are acting
as joint bookrunners in the Private Placement (together, the "Managers").
Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in
connection with the Private Placement.
For further information, please contact:
Anders Redigh Karlsen - VP Global IR & Market Insight
Tel: +47 994 20 293
Email: anders.karlsen@walwil.com
About Wallenius Wilhelmsen: The Wallenius Wilhelmsen group is a market leader in
roll-on/roll-off (RoRo) shipping and vehicle logistics, managing the
distribution of cars, trucks, rolling equipment and breakbulk to customers
worldwide. The company operates around 127 vessels servicing 15 trade routes to
six continents, a global inland distribution network, 70 processing centers and
eight marine terminals. Headquartered in Oslo, Norway, Wallenius Wilhelmsen
operate in 28 countries and employ around 12,000 people (including seafarers).
Read more at: walleniuswilhelmsen.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. This stock exchange
announcement was published by Anders Redigh Karlsen, VP Global IR & Market
Insight, on 6 October 2026 at 23.40 CEST.
IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration under the US Securities Act or an available
exemption from, or transaction not subject to, the registration requirements of
the US Securities Act. There will be no public offering of securities in the
United States. Any sale in the United States of the securities mentioned in this
communication will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the U.S. Securities Act. No public offering of the securities
will be made in the United States.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, these materials are only being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as "investment professionals" for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
"relevant persons") and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.
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 "anticipate", "believe",
"continue", "estimate", "expect", "intend", "may", "should", "will" 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.
This announcement is made by, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of its 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 not a prospectus. No prospectus is required and no such
prospectus or similar document will be published in connection with the Private
Placement. 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 Manager nor any of its respective affiliates accepts any liability
arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The manufacturer Target Market (MIFID II product governance) for the Private
Placement is non-professional, professional and eligible counterparties (all
distribution channels, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable), who ; a) have at
least a common/normal understanding of the capital markets, b) are able to bear
the losses of their invested amount and, c) are willing to accept risks
connected with the Offer Shares, and e) have an investment horizon which takes
into consideration the liquidity of the shares, The issuer for the Private
Placement has not published sufficient data for the manufacturer to determine
whether an investment in the Private Placement is compatible for investors who
have expressed sustainability related objectives with their investments based on
that which i) is an environmentally sustainable investment under the EU Taxonomy
Regulation, ii) represents a sustainable investment under the SFDR, and/or iii)
takes into consideration any Principal Adverse Impacts on sustainably factors as
per the SFDR. The negative target market for the Offer Shares are investors that
seek full capital protection or full repayment of the amount invested, are fully
risk averse/have no risk tolerance or need a fully guaranteed income or fully
predictable return profile.
Notwithstanding, and without affecting the manufacturers target market
assessment as per the above, the Managers will only allow distribution through
their distribution channels to investors who in the EU meet the requirements set
out in the manufacturers target market assessment.
For distribution to investors located outside of the EU, distribution of the
shares is only allowed to such investors which a) the Managers can approach as
per the rules of the jurisdiction in which the investor reside, and b) which can
provide adequate confirmations to this effect, and c) which as per minimum meets
the requirements of the manufacturers target market assessment.
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.