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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, EXCEPT AS PERMITTED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.