Reference is made to the announcement published earlier today by Wallenius Wilhelmsen ASA regarding a contemplated private placement of new shares in the Company.
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.