02/03/2022

Fred. Olsen Windcarrier intends to launch an initial public offering and apply for a listing on the Oslo Stock Exchange

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Oslo, 3 February 2022: Fred. Olsen Windcarrier ASA (“Fred. Olsen Windcarrier” or “FOWIC”) today announces its intention to launch an initial public offering of new shares and apply for a listing on the Oslo Stock Exchange (the “IPO”).

Fred. Olsen Windcarrier is a leading offshore wind turbine installation company with ownership in three high-end and purpose-built transportation and installation (“T&I”) jack-up vessels, headquartered in Oslo, Norway. FOWIC installs offshore wind turbines and provides operations and maintenance services on already installed wind turbines. FOWIC is wholly owned by Fred. Olsen Ocean Ltd., which is a subsidiary of Bonheur ASA (“Bonheur”).

Company highlights

Since delivery of its first vessels, FOWIC has installed approximately 20% of all offshore wind turbines globally (excluding China).

With one of the industry’s largest high-end fleet, broad market presence and experienced organization, FOWIC provides its customers with premium services. The core client base consists of well-established companies such as major wind turbine manufacturers and offshore wind farm operators. FOWIC is a first mover in new markets outside Europe, e.g. in the US and the APAC region.

Offshore wind turbines are increasing in size thus demanding experienced organizations and installation vessels with extended lifting capacity and reach. Consequently, FOWIC is currently implementing an investment program for its three vessels to secure a highly competitive fleet for installation of future generation turbines.  Upgrade of the vessel “Bold Tern” is ongoing with expected completion in Q2 2022. A slight delay is due to covid challenges, but associated cost are covered by conversion yard. The two remaining vessels will be upgraded in 2024 and 2025 after completion of several planned T&I projects.

The Company is experiencing increased demand for its services, and as a result it aims to place an order for a fourth installation vessel to supplement its existing fleet and increase its market share in an expanding market.

Alexandra Koefoed, Chief Executive Officer of Fred. Olsen Windcarrier, commented:

“Offshore wind energy is key to the ongoing energy transition. We are proud of how Fred. Olsen Windcarrier over the last decade has been part of shaping what today is a truly global industry through establishing its position as one of the leading wind turbine installation contractors in the world. As the activity within this industry is set to further increase in the years to come, we are confident that Fred. Olsen Windcarrier will leverage on its extensive experience and trusted client relationships to further develop our already strong project pipeline.”

Financial highlights

Q1-Q3
Figures in EUR million 2018 2019 2020 2021
Revenue 45.4 115.1 93.5 93.8
Operating result before depreciation and impairment 10.7 43.7 17.5 43.4

As of January 2022, FOWIC’s total revenue backlog stands at approximately EUR 355million, including options which constitutes 18% of the backlog. The distribution of the backlog by year is 2022: EUR 152million, 2023: EUR 126million and 2024: EUR 77million.

Offering highlights

The IPO is expected to comprise a primary offering of new shares in FOWIC raising gross proceeds of approximately EUR 150 million, which will be used to fully finance the equity portion for the newbuilding the company aims to order, and for general corporate purposes.

Bonheur is committed to remain a long-term majority shareholder and has pre-committed to subscribe for EUR 25 million in the IPO. In addition, FOWIC has received significant anchor interest from Nordic institutions, international sector specialists as well as other local and international generalist investors.

Subject to receiving the relevant approvals from the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority, as well as prevailing equity capital market conditions, FOWIC is expecting to have its first day of trading on the Oslo Stock Exchange in Q1 2022.

FOWIC will make further announcements relating to the IPO in due course.

Advisors

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Joint Bookrunners (together the "Joint Global Coordinators") for the contemplated IPO. SpareBank 1 Markets AS is acting as Joint Bookrunner (together with the Joint Global Coordinators, the "Managers").

Wikborg Rein Advokatfirma AS is acting as legal advisor to FOWIC and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

For further queries, please contact:

Richard Olav Aa, CFO Fred. Olsen & Co

+47 957 44 633

richard.olav.aa@fredolsen.com

This information is considered to be inside information related to Bonheur 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 notice was published by Øyvind Engesrønning, Vice President Finance of Fred. Olsen & Co at 07:30 CET on 3 February 2022.

IMPORTANT NOTICE

These materials do 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. 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.

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 the EU Prospectus Regulation. 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. 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 any EEA Member State, other than Norway, 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 any offering of the securities referred to in this communication without an approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "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.

The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.

This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else in connection with the IPO 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 their respective affiliates or any of their respective directors, officers, employees, advisers, or agents accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information and opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies.

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 their 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 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.