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Beskrivning

LandNorge
ListaMERK Equities
SektorEnergi & Miljö
IndustriEnergikällor
Integrated Wind Solutions är verksamma inom offshore-industrin. Bolaget levererar integrerade lösningar för vindkraftverk. Tjänsterna inkluderar design, produktion, montering, logistikinstallation till eftermarknadsservice. Utöver huvudverksamheten erbjuds även diverse mervärdestjänster som mätning och utvärdering. Störst verksamhet återfinns inom Skandinavien. Huvudkontoret ligger i Oslo.
2023-01-24 22:06:11
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Integrated Wind Solutions ASA - Private placement successfully completed

Oslo, 24 January 2023: Reference is made to the stock exchange notice published
by Integrated Wind Solutions ASA ("IWS" or the "Company") today, 24 January
2023, regarding the contemplated private placement of new shares in the Company
to raise gross proceeds of approximately NOK 350 million (the "Private
Placement"). IWS hereby announces that it has allocated 10,606,060 new shares
(the "Offer Shares") in the Private Placement at a subscription price of NOK
33.00 per share (the "Subscription Price"), raising gross proceeds of NOK 350
million.

ABG Sundal Collier ASA, Clarksons Securities AS, Skandinaviska Enskilda Banken
AB (publ) and SpareBank 1 Markets AS acted as joint bookrunners and Arctic
Securities AS acted as co-manager (together, the "Managers") in connection with
the Private Placement.

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.

Notification of allocation and settlement instructions for the Private Placement
are expected to be issued by the Managers to the applicants on 25 January 2023.

Settlement of the Private Placement 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")
entered into between the Company, Awilco AS and the Managers. A number of shares
equal to the final number of Offer Shares will be resolved 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.

Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of NOK 78,288,516 divided into
39,144,258 shares, each with a par value of NOK 2.00.

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 is 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 has been able to raise equity
efficiently, with a limited discount of 4.1% compared to the closing price as of
the end of 24 January 2023, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. The Company and the Managers has
also as part of the Private Placement been in contact with shareholders
representing a significant amount of the outstanding shares. The board of
directors has on this basis resolved to not proceed with a subsequent repair
offering towards shareholders who did not participate in the

Private Placement.
The following persons discharging managerial responsibilities ("Primary
Insiders") and close associates have been allocated Offer Shares:
- The Company's largest shareholder, Awilco AS (represented on the Board by
Jens-Julius Ramdahl Nygaard) was allocated 4,180,999 Offer Shares.
- QVT Financial LP (represented on the Board by Dan Gold) was allocated 753,241
Offer Shares.
-The Company's COO, Christopher Andersen Heidenreich through Aconcaqua AS, was
allocated 4,545 Offer Shares.

See the form of notification and public disclosure by PDMRs and their close
associates attached to this notice.

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@integratedwind.com

Marius Magelie, CFO Integrated Wind Solutions
Phone: +47 920 27 419
E-mail: mm@integratedwind.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 Marius Magelie, CFO on 24 January 2023 at the time
and date provided.

Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement 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"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful 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", "expect", "anticipate",
"strategy", "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 believe 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 their 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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their 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 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
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

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.