WALLENIUS WILHELMSEN ASA - CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, EXCEPT AS PERMITTED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
Wallenius Wilhelmsen ASA ("WAWI", the "Company", OSE ticker code: WAWI) is contemplating a private placement (the "Private Placement") of new shares in the Company (the "Offer Shares") to raise gross proceeds of the NOK equivalent of USD 300 million. The Private Placement is directed towards investors subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The Company has engaged DNB Carnegie, a part of DNB Bank ASA 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 as joint bookrunners in the Private Placement (together, the "Managers").
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.
The subscription price per Offer Share (the "Offer Price") and the number of Offer Shares to be issued will be resolved by the Company's board of directors (the "Board") based on an accelerated bookbuilding process.
The bookbuilding period for the Private Placement will start today, 6 October 2026 at 16:30 (CEST) and will close on 7 October 2026 at 08:00 (CEST). The Company reserves the right to shorten, close or extend the bookbuilding period at any time at its sole discretion, without notice. If the bookbuilding period is shortened or extended, the other dates referred to herein may be changed accordingly.
The Company's largest shareholder, Wilh. Wilhelmsen Holding ASA ("WWH") has pre-committed to subscribe for its pro-rata share (37.9%) at the Offer Price, but is open to being scaled back to support liquidity, overall investor diversity and quality of demand. Wallenius Lines AB ("Wallenius"), wholly owned by Rederi AB Soya ("Soya Group") remains highly supportive of the Company's strategy and proposed transaction. Due to the size of its Shipping investment relative to the Soya Group's overall portfolio, Wallenius has decided to not participate in the Private Placement. The Company, its primary insiders, WWH and Wallenius have entered into customary lock-up agreements with the Global Coordinator for a period of six months from completion of the Private Placement.
The Private Placement is offered to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and is directed towards a limited number of selected investors subject to applicable exemptions from relevant registration, filing and prospectus requirements, (i) outside the United Stated in reliance on Regulation S under the US Securities Trading Act of 1933 (the "US Securities Act") and (ii) in the United States only to persons reasonably believed to be "qualified institutional buyers" (QIBs) as defined in rule 144A under the US Securities Act. Applicable selling restrictions will apply. In the United Kingdom, it shall be directed only at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in 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 falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully may be communicated. The Offer Shares are not to be offered in any other jurisdiction where such an offering would be prohibited by applicable law.
The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from applicable prospectus requirements being available.
Allocation of Offer Shares will be made at the discretion of the Board in consultation with the Managers after expiry of the bookbuilding period. Allocation will be based on criteria such as (but not limited to) existing ownership in the Company, pre-commitments and indications from the pre-sounding phase of the Private Placement, price leadership, perceived investor quality, timeliness of the application, relative order size, sector knowledge, investment history and investment horizon. The Company may, in its sole discretion, reject and/or reduce any orders, in whole or in part. The Company, in consultation with the Managers, further reserves the right to consider creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated Offer Shares.
The share capital increase pertaining to the Offer Shares will be resolved by the Board pursuant to the authorisation granted at the Company annual general meeting held on 29 April 2026. Completion of the Private Placement is subject to: (i) all necessary corporate resolutions being validly made by the Company including, the Board resolving the share capital increase that is necessary to issue the Offer Shares, and (ii) the Share Lending Agreement (as defined below) being entered into and remaining in full force and effect with respect to the Offer Shares. The Private Placement may be cancelled if the above-mentioned conditions are not fulfilled. The Company and the Managers reserves the right, at any time, to cancel and/or modify the terms of the Private Placement without or on short notice. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Offering is cancelled, irrespective or the reason for such cancellation.
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 to be entered into between the Global Coordinator, the Company and WWH (the "Share Lending Agreement").
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 view that the Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company will be 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 is subject to marketing through a publicly announced bookbuilding process and a market-based offer price should therefore be achieved. The Board also aims to widen and strengthen the Company's shareholder base 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. The Company may, subject to completion of the Private Placement and certain other conditions, and subject also the prevailing market price of the Company's shares, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 6 October 2026 (as registered in the VPS on 8 October 2026) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Launch of a Subsequent Offering, if carried out, will be contingent on the approval and publication of a prospectus. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Trading Update
For Q3 2026 the Company expect an adjusted EBITDA in the range of USD 420-450m. The Company re-confirms its outlook for 2026 adjusted EBITDA of about USD 1.6 billion. See the presentation from the market update on 24 September 2026 for more information about the 2026 outlook.
Advisors DNB Carnegie, a part of DNB Bank ASA is acting as sole global coordinator and joint bookrunner, 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.
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 16:30 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.