WNWD Windward Ltd

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, 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

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:

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 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.