Haugesund, 8 November 2021: Edda Wind ASA (“Edda Wind” or the “Company”) today announces its intention to launch an offering of shares in the Company and to apply for a listing on the Oslo Stock Exchange (the “IPO”).
Edda Wind is a leading pure play offshore wind service company headquartered in Haugesund, Norway. The Company develops, builds, owns and operates purpose-built Service Operation Vessels (“SOV”) and Commissioning Service Operation Vessels (“CSOV”) for offshore wind farms worldwide. Edda Wind is creating the next generation of offshore wind service vessels and works closely with partners to develop new technologies to reduce emissions without compromising operational capabilities or cost competitiveness. As of today, the Company owns and operates two purpose-built offshore wind SOVs and has six dedicated offshore wind vessels under construction – two offshore wind SOVs and four offshore wind CSOVs – with delivery from 2022. All newbuild vessels are prepared for zero-emission utilising liquid organic hydrogen carrier as an energy source. Edda Wind is owned by Østensjø Wind AS (“Østensjø”) and Wilhelmsen New Energy AS (“Wilhelmsen”) on a 50/50 basis.
The IPO will comprise an offering of new shares in the Company, expected to raise gross proceeds of NOK 875 million. The IPO will support the Company’s position as the leading provider of purpose-built vessels for the offshore wind industry and support financing of the Company’s current newbuilding programme as well as facilitate for accelerated growth. The Company is currently in the process of evaluating further newbuild opportunities in order to capitalise on the ever-increasing demand for top tier C/SOVs as industrialisation of offshore wind unfolds.
Three cornerstone investors have undertaken to acquire shares for a total amount of NOK 465 million in the IPO, subject to certain conditions, and for price per share of up to NOK 30.75, which equates to a pre-money equity value of NOK 1,015 million based on the current number of shares outstanding. These three cornerstone investors are i) Geveran Trading Co. Limited (“Geveran”), a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family (NOK 200 million committed), ii) Xclat Holdings Ltd (“Xclat”), a subsidiary of the Quantum Pacific Shipping group associated with Mr. Idan Ofer (NOK 200 million committed), and iii) Nordea Investment Management (NOK 65 million committed). Geveran and Xclat will both join the Board of Directors in the Company, with effect from the first day of trading on the Oslo Stock Exchange, and take an active role in the further development of the Company.
Kenneth Walland, CEO, comments:
“Being an early mover when it comes to delivering purpose-built vessels for offshore wind farm operations, Edda Wind has already gained a solid track record of excellence in the offshore wind industry. The company has carried out advanced and important projects both in the commissioning- and O&M market and by that created a solid reputation and built strong relations with the major charterers in these segments.
The offshore wind market is fast-moving, capital intensive and requires significant investments. With three new cornerstone investors and an IPO securing a solid foundation for future growth, Edda Wind will get an even stronger backing and necessary support to capitalise on the huge market potential we see ahead. This will enable us to continue our journey towards becoming a world-leading provider of offshore wind services together.”
Håvard Framnes, Chair, comments:
“Combined, Edda Wind’s main owners, Østensjø and Wilhelmsen, have more than 200 years of offshore and maritime experience. We draw on Østensjø’s experience in operating advanced offshore service vessels, including gangway personnel transfers, combined with Wilhelmsen’s significant presence across the maritime value chain, to create a company with a unique potential in a fast-growing market.
Geveran and Xclat will further broaden the international network and strengthen the shipping competence and experience of the Company. Edda Wind will have an unmatched global position for further growth and value creation.”
Company highlights
- Leading pure-play wind service vessel company with proven track-record of construction & operation and an early mover advantage
- Two SOVs in operation delivering close to 100% uptime since commencement in 2018.
- Leveraging Østensjø’s strong accommodation and gangway transfer competence to secure an early mover position via the two vessels ordered in 2015.
- Industry leading and future proof fleet combined with strong commercial capabilities as underpinned by ability to secure attractive contracts
- Leading fleet with strong capabilities and prepared for zero-emission technology – five out of eight vessels on contract underpinning quality of assets and ability to secure contracts.
- Successful execution of multiple offshore wind operations in Europe, and a clear low-risk fleet strategy by aiming to have most units on long-term contracts.
- Strong earnings backlog of EUR 436 million towards renowned counterparties ensuring significant and visible cash flow generation and dividend capacity
- Strong backlog with a firm period of EUR 292 million, options period of EUR 145 million and a firm contracted revenue base of EUR 35 million for 2023.
- Diversified revenue backlog against low-risk counterparties, with strong cash flow visibility supporting dividend capacity – ambition to distribute more than 50% of free cash flows to shareholders over time.
- Highly attractive newbuild program with two SOVs and four CSOVs under construction at reputable yards combined with proven ability to deliver at cost
- Two SOVs and four CSOVs under construction at Balenciaga and Gondán at very attractive yard prices.
- Experienced project organisation delivering at time and on cost – ability to leverage sister ship effects and established access to key first class equipment providers.
- Ever-increasing demand for top tier C/SOVs as industrialisation of offshore wind unfolds with increasing distance from shore and harsher weather conditions
- Favourable supply/demand balance resulting in significant uplift in economics for C/SOVs going forward; more than a doubling of today’s Tier 1 & 2 fleet required by 2025.
- Increasing distance to shore aiding competitiveness of C/SOVs with harsher conditions, focus on safe operations and higher value of operability.
- Huge tendering activity across the globe for the open fleet with several active discussions; established toehold in US via JV together with Foss Maritime.
- Highly experienced management team and organisation with access to significant offshore competence via legacy maritime operators Østensjø and Wilhelmsen
- Management team with significant offshore expertise and know-how of the C/SOV industry, with a strong backing from Østensjø and its organisation and commercial relationships.
- Backing from Wilhelmsen, with more than 160 years of maritime heritage and the world’s largest maritime network.
Financial highlights
Edda Wind owns and operates two purpose-built offshore wind service operation vessels, Edda Passat and Edda Mistral, and has six dedicated offshore wind vessels under construction, with delivery from 2022. Edda Passat and Edda Mistral were delivered in March and September of 2018 respectively. Both vessels are on firm five-year contracts (with options for extension of up to five additional years) with Ørsted and have an achieved utilisation of 98% YTD, only interrupted by planned intermediate surveys.
For the three and nine months ended 30 September 2021, freight income and operating expenses increased primarily due to the chartering of a frontrunner vessel from April 2021 in relation to a 10 year
contract Edda Breeze Energy GmbH & Co will commence in 2Q 2022, following delivery of the vessel.
For vessels under construction, Edda Wind has secured two long-term contracts with reputable counterparties, Ocean Breeze and Vestas Offshore Wind UK Ltd, with terms until 2032 and 2037, respectively (with extension options), as well as a firm two-year contract for a third newbuild at the Doggerbank offshore windfarm. As such, Edda Wind holds a strong backlog with a firm period of EUR 292 million, options period of EUR 145 million and a firm contracted revenue base of EUR 35 million for 2023.
Advisers
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (the “Joint Global Coordinators”), while Clarksons Platou Securities AS is acting as Joint Bookrunner (together with the Joint Global Coordinators, the “Managers”).
Advokatfirmaet BAHR AS is acting as Norwegian legal counsel to the Company. Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Managers
Subject to receiving the relevant approvals from the Oslo Stock Exchange and the Financial Supervisory Authority of Norway, as well as prevailing equity capital market conditions, the Company is expected to have a first day of trading on the Oslo Stock Exchange in Q4 2021. Further announcements relating to the IPO will be made in due course.
For further information, please contact:
Håvard Framnes, Chair Edda Wind, Phone: +47 993 86 430, E-mail: havard.framnes@ostensjo.no
Kenneth Walland, CEO Edda Wind, Phone: +47 916 93 418, E-mail: kenneth.walland@eddawind.com
Important notice
- This announcement is for informational purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, New Zealand, Canada, Japan or the United States, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”) or to any person to whom, or in any jurisdiction in which, such offer or solicitation is unlawful. The securities referred to herein may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, New Zealand, Canada or Japan. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, New Zealand, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada or Japan.
- None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Managers and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement. This announcement has been prepared by and is the sole responsibility of the Company.
- The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended offering. They will not regard any other person as their respective clients in relation to the intended offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
- This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it 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”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
- Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the website of the Company.
- In connection with the contemplated offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated offering or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aims”, “expect”, “anticipate”, “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 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
- The offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the offering will proceed and that the listing will occur.
