Wallenius Wilhelmsen ASA (“WAWI” or the “Company”, OSE ticker code: WAWI) has successfully completed a private placement of new shares in the Company (the “Offer Shares”), raising gross proceeds equivalent to USD 300 million.
The transaction involved the allocation of 17,145,000 Offer Shares at an offer price of NOK 168 per share (the “Offer Price”).
Through the private placement, the Company is expanding its newbuilding programme to strengthen its leading position in the deep-sea RoRo segment. The Company is in advanced discussions with shipyards to enter into shipbuilding contracts for four large dual-fuel LNG vessels at attractive terms, with delivery scheduled for 2030 and options for an additional eight newbuilds under similar terms, with quarterly deliveries from 2031 onwards.
This decision will extend the newbuilding programme to a total of 26 vessels, including options, with steady deliveries from the third quarter of 2026 through 2032. The expansion is expected to increase the Company’s operating leverage in a structurally strong car carrier market.
The net proceeds, together with debt financing, will be used to fully finance the total newbuilding programme and for general corporate purposes. The private placement will also allow the Company to maintain a robust balance sheet, providing flexibility to pursue attractive growth opportunities as they arise and deliver competitive returns to shareholders over time through a combination of rising share value and dividend payments.
Due to significant demand for the 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, equivalent to 17% of all Offer Shares.
Settlement of Offer Shares allocated to investors other than WWH is expected to take place on or around 9 October 2026 on a delivery-versus-payment (DVP) basis. Settlement will be 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, the Company and WWH.
Following registration of the share capital increase relating 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 shareholders’ preferential rights to subscribe for the Offer Shares. The Company’s board of directors (the “Board”) has considered the transaction in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act and considers it compliant with these requirements.
By structuring the transaction as a private placement, the Company was able to raise capital efficiently and with significantly lower completion risks compared with a rights issue. In addition, the private placement and the Offer Price were subject to marketing through a publicly announced bookbuilding process, supporting the achievement of a market-based offer price.
The transaction has also widened and strengthened the Company’s shareholder base. Based on these factors and an assessment of current equity markets, the Board considers the private placement to be in the common interest of the Company and its shareholders.
Given the Offer Price relative to the current share price, the fact that the Offer Price was determined through a bookbuilding process, and the limited dilutive effect on shareholders who did not participate in the private placement, the Board has decided not to carry out a subsequent offering directed at non-participating shareholders.
Advisors
DNB Carnegie, a part of DNB Bank ASA, acted as sole global coordinator and joint bookrunner (the “Global Coordinator”). ABG Sundal Collier ASA, Nordea Bank Abp NUF and Skandinaviska Enskilda Banken AB (publ), Oslo Branch, acted as joint bookrunners in the private placement (together, the “Managers”).
Advokatfirmaet Wiersholm AS acted as legal advisor to the Company in connection with the private placement.
