REG - Windward Ltd. - Withholding Tax, Settlement and Timetable Update

WindwardAnnouncement

12/03/2025 18:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250312:nRSL4504Aa&default-theme=true

RNS Number : 4504A  Windward Ltd.  12 March 2025

FOR IMMEDIATE RELEASE.

 

12 March 2025

Windward Ltd.

("Windward" or the "Company")

Withholding Tax, Settlement and Timetable Update

Windward is pleased to provide the following update in relation to the
recommended cash acquisition of Windward by Octopus UK Bidco Limited,
indirectly controlled by FTV VIII, L.P. and its affiliates (the
"Acquisition").

Withholding tax

As explained in the information statement posted to Windward Shareholders on 6
January 2025 (the "Information Statement"), generally, payment of the Merger
Consideration (as defined in the Information Statement and being 215 pence per
Windward Share in cash, without any interest thereon and subject to
withholding of any applicable taxes and social security contributions) for the
Windward Shares will be subject to Israeli withholding tax. However, the
Company has obtained a withholding tax ruling (the "Tax Ruling") from the
Israel Tax Authority ("ITA") which provides that, for non-Israeli resident
Windward Shareholders who:

(i)   hold their Windward Shares in uncertificated form;

(ii)  acquired their Windward Shares on or after the Company's initial public
offering on AIM (i.e. on or after 6 December 2021);

(iii) beneficially own, directly or indirectly, less than 5% of the Windward
Shares in issue; and

(iv) are entitled to receive Merger Consideration of US$500,000 (to be
converted into pounds sterling applying such exchange rate as published by the
Bank of Israel on the date of completion of the Acquisition) or less,

no Israeli tax shall be withheld from their Merger Consideration (such
Windward Shareholders being "Qualified Windward Shareholders").

To the extent entitled, in order to qualify for an exemption from Israeli tax
withholding under the Tax Ruling, Qualified Windward Shareholders must
complete and sign a declaration form in the form prescribed by the ITA (the
"Declaration Form"). Certain Qualified Windward Shareholders will also be
required to provide additional information and documentation in accordance
with the instructions of the ITA and as set out in the Tax Ruling. The
Declaration Form must be completed by the ultimate beneficial holder of the
Windward Shares to which it relates, except for Windward Shares that are held
by an Israeli bank, broker or financial institution, in which case the
declaration must be completed by such Israeli bank, broker or financial
institution.

Tax Portal

The Company has engaged Computershare Investor Services plc ("Computershare")
to establish a website portal (the "Tax Portal") to help facilitate this
process. The Tax Portal will allow Qualified Windward Shareholders to complete
the Declaration Form and submit supporting documentation on-line.

Brokers will need to access the Tax Portal to create a link so they can send
it to their underlying clients. Brokers will need to register with
Computershare for access via the link below. Computershare will email detailed
instructions on how to navigate the Tax Portal and how to submit a USE
instruction in CREST. These will come from the dedicated email address
windwardltdscheme@computershare.co.uk.

The Tax Portal can be accessed at https://windward.taxcertificationportal.com/
(https://windward.taxcertificationportal.com/)  and will go live at 9.00 a.m.
(London time) on 19 March 2025, assuming the Merger becomes effective on 18
March 2025. If there are any delays to the effective date of the Merger or the
date the Tax Portal will go live, the Company will make a further
announcement.

Windward Shareholders entitled to receive in excess of US$500,000

Windward Shareholders who are entitled to receive Merger Consideration in
excess of US$500,000 (to be converted into pounds sterling applying such
exchange rate as published by the Bank of Israel on the date of completion of
the Acquisition) ("Significant Shareholders"), will be required to provide a
withholding tax exemption certificate issued by the ITA ("Tax Exemption
Certificate"), for no Israeli tax to be withheld from the Merger Consideration
due to them in the Acquisition.

The Company has arranged for its tax adviser, PwC Israel ("PwC"), to assist
Significant Shareholders (at the Company's cost) with applying for a Tax
Exemption Certificate from the ITA. Significant Shareholders are encouraged to
contact PwC at the following email address for further information:
kfir.mualem@pwc.com (mailto:kfir.mualem@pwc.com) .

Beneficial Depositary Interest Holders

Once the broker has registered with Computershare, as set out above, the
broker should contact their underlying client (being the beneficial owner of
the Depositary Interest), and supply a unique website link which the
beneficial holder can access to complete their Declaration Form and upload
relevant supporting documents.

The Declaration Form and supporting documentation must be submitted by no
later than 9 September 2025 (assuming completion of the Acquisition on 18
March), otherwise Computershare may transfer the Merger Consideration to the
relevant Depositary Interest Holder less the maximum Israeli withholding tax
rate (currently 25%).

Registered Shareholders

By 19 March 2025, the Company intends to send each registered holder of a
Windward Share whose shares are held in certificated form ("Registered
Shareholders"), a letter of transmittal setting out the procedure for
confirmation of ownership of their Windward Shares, as well as important tax
information.

Registered Shareholders will be required to provide a Tax Exemption
Certificate for no Israeli tax to be withheld from the Merger Consideration
due to them in the Acquisition.

The Company has arranged for PwC to assist Registered Shareholders (at the
Company's cost) with applying for a Tax Exemption Certificate from the ITA.
Registered Shareholders are encouraged to contact PwC at the following email
address for further information: kfir.mualem@pwc.com
(mailto:kfir.mualem@pwc.com) .

The Tax Exemption Certificate must be submitted by no later than 9 September
2025 (assuming completion of the Acquisition on 18 March), otherwise
Computershare may transfer the Merger Consideration to the relevant Registered
Shareholder less the maximum Israeli withholding tax rate (currently 25%).

Holders of Windward Shares received following exercise or vesting of Company
Equity Awards

The Tax Ruling will not apply to Windward Shares received following the
exercise or vesting of Company Equity Awards (as defined in the Merger
Agreement). The Company has obtained an interim ruling from the ITA (the
"Interim 102 Tax Ruling") which provides for Israeli tax withholding treatment
with respect to the Merger Consideration payable to Windward Shareholders who
hold Company 102 Shares (as defined in the Merger Agreement). The Interim 102
Tax Ruling also provides for Israeli tax withholding treatment with respect to
the Merger Consideration payable to participants who were granted Company 102
Equity Awards or Company 3(i) Equity Awards (each as defined in the Merger
Agreement) under the Windward Share Incentive Plans.

In addition, the Company has obtained a specific withholding tax exemption
from the ITA which provides that no Israeli withholding tax shall apply to
Merger Consideration payable to non-Israeli resident Windward Shareholders who
received their Windward Shares following exercise or vesting of Company Equity
Awards.

IBI Trust Management ("IBI"), who has been appointed as the sub-paying agent
in connection with the Acquisition, will be contacting all Windward
Shareholders who received their shares following exercise or vesting of
Company Equity Awards, with instructions on what action they need to take in
order to receive their Merger Consideration.

Please note that PwC's services, as set out above, are not being provided
pursuant to an engagement with Computershare, IBI or Bidco, and none of the
above shall have any responsibility to any party in relation to such services.

Settlement update

To assist with the distribution of the Merger Consideration to Windward
Shareholders, Windward has appointed Computershare as the paying agent for the
Acquisition and IBI as the sub-paying agent.

Once a Qualified Windward Shareholder has properly completed their Declaration
Form and provided all required supporting documentation, or a Significant
Shareholder or Registered Shareholder has properly provided their Tax
Exemption Certificate, Computershare will make payment of the Merger
Consideration (subject to Israeli tax withholding, if applicable) to that
Windward Shareholder at the next available settlement cycle following receipt
and approval of their Declaration Form or Tax Exemption Certificate (as
applicable). Computershare expects to make settlement of the Merger
Consideration on a weekly basis.

It is anticipated that the first settlement payment will occur two weeks after
closing of the Acquisition. For Windward Shareholders holding Windward Shares
as Depositary Interests (that is, in CREST) payment of the Merger
Consideration will be effected through CREST. Payment to registered holders of
Windward Shares will be made via cheques.

All Merger Consideration that remains unclaimed by registered holders of
Windward Shares one year after the date of completion of the Acquisition will
be retained by the Company.

Timetable update

Due to the delay in receiving the Tax Ruling and the co-ordination of the
completion mechanics, completion of the Acquisition will not take place on 13
March 2025 (as previously indicated in the Information Statement). Instead,
the Company expects the following timetable of principal events to completion
of the Acquisition:

 Event                                                                Time and/or date
 Trading in the Windward Shares suspended and disablement in CREST    7.30 a.m. on 18 March 2025
 Completion of the Acquisition(1)                                     18 March 2025
 Cancellation of admission to trading on AIM                          7.00 a.m. on 19 March 2025
 Computershare commences payment of Merger Consideration to Windward  1 April 2025(2)
 Shareholders

Notes:

1.     Subject to fulfilment or waiver of all conditions to completion of
the Acquisition, as set out in Part 5 of the Information Statement, and
issuance of the merger certificate on such date by the Israeli Companies
Registrar.

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

3.     The times and dates in the timetable above 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.

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

 

About Windward

Windward (https://windward.ai/)  (LSE:WNWD), is a leading Maritime AI™
company, providing an all-in-one platform to accelerate global trade.
Windward's end-to-end AI-powered software solution aims to provide real time
information and insights on vessels and activities at sea, enabling
stakeholders within the maritime eco-system to make intelligence-driven
decisions to manage risk and achieve business and operational efficiency.

Windward's Maritime AI supports companies across industries. The company's
clients range from oil supermajors, freight forwarders, and port authorities,
to banks, shippers, insurers, and governmental organizations.

For more information visit: https://windward.ai/ (https://windward.ai/) .

 

IMPORTANT NOTICE

Goldman Sachs Israel LLC, Tel Aviv Branch ("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.

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDPKBBPOBKDOND