REG - Windward Ltd. - Information Statement & Notice of General Meeting

WindwardAnnouncement

06/01/2025 15:15

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RNS Number : 2903S  Windward Ltd.  06 January 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE.

 

6 January 2025

Windward Ltd.

("Windward" or the "Company")

Publication of Information Statement and Notice of General Meeting

Further to the announcement of 24 December 2024, Windward, a leading Maritime
AI(TM) company, providing an all-in-one platform to accelerate global trade,
today announces it has published the Information Statement and Notice of
General Meeting required to give effect to the recommended cash acquisition of
Windward by Octopus UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of
FTV VIII, L.P. ("Fund") and its affiliates (together with Fund, the "Fund
Group") (the "Acquisition"). The Information Statement and Notice of General
Meeting to be held in relation to the Acquisition is available online at
Windward's website, https://windward.ai (https://windward.ai/) , and is
expected to be made available to Windward Shareholders later today.

The General Meeting is to be held at 3.00 p.m. on 11 February 2025 at the
offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon
Street, London EC4N 6AF, England. The Windward Independent Directors
unanimously recommend that Shareholders vote in favour of the resolution being
proposed at the General Meeting to approve the Acquisition.

Expected Timetable of Principal Events

 Event:                                                                          Time and/or Date
 Execution of Merger Agreement                                                   24 December 2024
 Publication of the Information Statement and Notice of General Meeting          6 January 2025
 Filing of merger proposal with Israeli Companies Registrar by Windward and SPV  7 January 2025
 Voting record time for determining the Windward Shareholders entitled to vote   6.00 p.m. on 6 February 2025
 at the General Meeting
 Latest time and date for lodging forms of instruction                           3.00 p.m. on 6 February 2025
 Latest time and date for lodging forms of proxy                                 3.00 p.m. on 7 February 2025
 General Meeting                                                                 3.00 p.m. on 11 February 2025
 Trading in Windward Shares suspended and disablement in CREST                   7.30 a.m. on 13 March 2025
 Issuance of Acquisition merger certificate, effective date and Completion(2)    13 March 2025(1)
 Cancellation of admission to trading on AIM                                     7 a.m. on 14 March 2025(1)
 Paying agent commences payment of Acquisition consideration to Windward         31 March 2025(1,3)
 Shareholders
 Notes:
 1.    Subject to fulfilment or waiver of all conditions to Completion. See
 the Information Statement for a detailed description of the conditions to
 Completion. Pursuant to the Israeli Companies Law, Completion cannot occur
 until at least (i) 50 days have passed from the filing of the merger proposal
 with the Israeli Companies Registrar by Windward and SPV; and (ii) 30 days
 have passed from the approval of the Acquisition by the Windward Shareholders.

 2.    Subject to issuance of the merger certificate on such date by the
 Israeli Companies Registrar.

 3.    The timing for actual payment is subject to satisfaction of certain
 requirements to be specified following Completion, including applicable tax
 requirements and delivery procedures.

In accordance with AIM Rule 41, Windward has notified the London Stock
Exchange of Windward's intention that, following Completion, the admission of
the Windward Shares to trading on AIM will be cancelled with effect from 7
a.m. on the next Business Day. As a result, after the Acquisition, the
Windward Shares will no longer be publicly traded on AIM or elsewhere.

The times and dates in the timetable above, except for the historical dates
and the expected date of the General Meeting, are indicative only. If any of
the above times and/or dates change, the revised times and dates will be
notified to Windward Shareholders by an announcement through a regulatory
information service recognised by the London Stock Exchange. All times are
London times.

Following the General Meeting, Windward shall update and provide more detail
on the settlement of the Acquisition consideration and the steps required to
be taken by each Windward Shareholder and holder of Depositary Interests.

Capitalised terms used in this announcement have the meaning given to them in
Windward's announcement of 24 December 2024, unless the context requires
otherwise.

- Ends -

 

For more information, please contact:

 Windward Ltd.                               via Alma
 Ami Daniel, Chief Executive Officer
 Irit Singer, Chief Marketing Officer
 Goldman Sachs                               +44(0)20 7774 1000
 (Financial adviser to Windward)
 Chris Emmerson, Managing Director
 Daniel Krinsky, Managing Director
 Canaccord Genuity                           +44(0)20 7523 8000
 (Nominated adviser and broker to Windward)
 Simon Bridges
 Andrew Potts
 Alma Strategic Communications               +44(0)20 3405 0205
 Caroline Forde                              windward@almastrategic.com
 Kieran Breheny

IMPORTANT NOTICE

Goldman Sachs is acting exclusively for Windward as its financial adviser and
no one else in connection with the Acquisition and other matters referred to
in this announcement and will not be responsible to anyone other than Windward
for providing the protections afforded to clients of Goldman Sachs or for
providing advice in connection with the Acquisition or any other matter or
arrangement referred to in this announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Windward as its nominated adviser and broker and no one else
in connection with the Acquisition and will not be responsible to anyone other
than Windward for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in connection with the Acquisition or any
other matter or arrangement referred to in this announcement.

Further information

The Acquisition is not governed by the Takeover Code. As set out in Windward's
admission document dated 30 November 2021, Windward has incorporated certain
provisions in its articles of association, which seek to provide shareholders
with a similar standard of protections otherwise afforded by the Takeover Code
(the "Relevant Provisions"). These include provisions similar to Rule 9 of the
Takeover Code and therefore may require that any person who acquires, whether
by a series of transactions over a period of time or not, an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which it is already interested or in which persons acting in concert with it
are interested, carry 30% or more of the voting rights of Windward, is
normally required to make a general offer to all the remaining shareholders to
acquire their shares. Additionally, similar to Rule 9 of the Takeover Code,
the articles of association of Windward also provide that when any person,
together with persons acting in concert with it, is interested in shares
which, in aggregate, carry more than 30% of the voting rights of Windward, but
does not hold shares carrying 50% or more of such voting rights, a general
offer will normally be required if any further interest in shares is acquired
by any such person. Please refer to the latest articles of association
available at the Windward website at https://windward.ai (https://windward.ai)
for further details.

Pursuant to a board resolution of Windward dated 22 December 2024, the Board
of Windward determined, in accordance with and pursuant to article 76 of the
articles of association of Windward, that the Relevant Provisions do not apply
to the Acquisition. The Acquisition is therefore exempt from the requirements
of the Relevant Provisions.

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.
The Information Statement to be sent to the Windward Shareholders will contain
the full terms and conditions of the Acquisition, including details of how the
Acquisition can be approved.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any failure to
comply with these restrictions may constitute a violation of securities laws
of any such jurisdictions. To the fullest extent permitted by law, Windward
and Fund disclaim any responsibility or liability for the violation of such
restrictions by such person.

Notice to US holders

The Acquisition relates to the shares of an Israeli company and is being
effected by way of a reverse triangular merger under the Israeli Companies
Law. The Acquisition will not be subject to any review or registration
procedures of any securities regulatory authority and has not been approved or
recommended by any such securities regulatory authority. In particular,
neither this announcement nor the Information Statement has been, or will be,
approved by the United States Securities and Exchange Commission or any other
authority of the United States, nor has any such authority determined or
approved, or will determine or approve, the adequacy or accuracy of the
information contained in this announcement or the Information Statement.

The Acquisition is subject to the disclosure requirements and practices
applicable in Israel to Windward which differ from the disclosure requirements
of US tender offer and proxy solicitation rules.  Accordingly, the
Acquisition may be subject to disclosure and other procedural requirements,
including with respect to the Acquisition timetable, financial information and
basis of accounting, settlement procedures and timing of payments that are
different from those applicable under US tender offer laws.

In accordance with Rule 14e-5 under the Exchange Act, Fund, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, Windward Shares during the period
between the date of this announcement and the date on which Windward
Shareholders approve the Acquisition at the General Meeting. If such purchases
or arrangements to purchase were to be made, they would be made outside the US
either in the open market at prevailing prices or in private transactions at
negotiated prices and would comply with applicable law, including, to the
extent applicable, the Exchange Act. Any information about such purchases will
be disclosed as required in the UK and reported to a Regulatory Information
Service in the UK.

Financial information included in the Information Statement has been prepared
in accordance with accounting standards that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US.

The receipt of consideration by a US holder for the transfer of its Windward
Shares pursuant to the Acquisition may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as non-US
and other, tax laws. Each affected Windward Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
US federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Windward Shares to enforce their rights
and claims arising out of the US federal securities laws since Windward is
organised outside the United States and some or all of their officers and
directors may be residents of, and some or all of their assets may be located
in, jurisdictions other than the United States. US holders may have difficulty
effecting service of process within the United States upon those persons or
recovering against judgments of US courts, including judgments based upon the
civil liability provisions of the US federal securities laws. US holders may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

 

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