Schedule One - Windward Ltd | RNS | Ticker

Schedule One - Windward Ltd

RNS Announcement

RNS Number : 0120T

AIM

22 November 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Windward Ltd ("Windward" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

2 Hashlosha Street

Tel Aviv, 6706054

Israel

COUNTRY OF INCORPORATION:

Israel

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Company website address containing all information required by AIM Rule 26 from admission:

https://windward.ai/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Windward is a leading predictive intelligence company, fusing artificial intelligence ("AI") and maritime expertise seeking to digitalize the global maritime industry. Windward's AI-powered software solution aims to provides real time information and insights on major seafaring vessels at sea, enabling stakeholders within the maritime ecosystem to make intelligence-driven decisions to manage risk and achieve business and operational insights.

Windward's customers include a number of leading participants across the maritime industry covering banks, commodity traders, insurers, government agencies, and major energy and shipping companies. Windward has over 70 globally spread customers including BP, Shell, HSBC, Gard and Danske Bank and leading government agencies including agencies from the US department of Defence and Homeland Security, Frontex (the pan-European border and coast guard agency) and the United Nations.

The Company is headquartered in Israel with a presence in five additional locations around the world, being the UK, USA (west coast and east coast including Washington D.C.), Denmark and the UAE. As at 30 September 2021, the Company had 120 permanent employees and had an annual contract value of US$19.7 million, with 99 per cent. of the revenue being subscription based. For the years 2017 to 2020, Windward achieved a revenue compound annual growth rate of 36 per cent.

Windward was founded in Israel in 2010 by Ami Daniel and Matan Peled to solve the problem of data visibility in the maritime sector that they had identified. Although maritime risks pose a major threat to many participants in the finance, energy, trade and security maritime ecosystems, and the mandating of the Automatic Identification System ("AIS") for internationally trading and passengers vessels in 2004 had created a vast wealth of shipping data which could be used to help assess that risk, Ami Daniel and Matan Peled believed there was no integrated solution that fused the multiple data sources and provided accurate analytical insights of that data.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of NIS 0.002 each in par value ("Ordinary Shares") for which Admission will be sought: TBC.

Issue price per Ordinary Share: TBC.

There are no restrictions on the transferability of the Ordinary Shares save

for customary contractual lock-ups following admission to AIM ("Admission").

No Ordinary Shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £TBC million

Anticipated Market Capitalisation on admission: £TBC million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Edmund John Phillip Browne, The Right, Honourable, The Lord Browne of Madingley (Non-Executive Chairman)

Amiad ("Ami") Daniel (Chief Executive Officer)

Ofer Segev (Chief Financial Officer)*

George Thompson ("Tom") Hutton (Non-Independent Non-Executive Director)

Roderick Guy Mason (Independent Non-Executive Director)*

Shereen El Zarkani (Independent Non-Executive Director)*

Stuart Charles Kilpatrick (Independent Non-Executive Director)*

*To be appointed to the board with effect from Admission

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name	% ISC pre Admission	% of ISC post Admission
Aleph¹	22.68	TBC
Maritime Invest Scandinavia AB	12.62	TBC
Ami Daniel	10.43	TBC
Matan Peled	10.43	TBC
XL Innovate Fund, LP	9.25	TBC
The Marc R. Benioff Revocable Trust	8.40	TBC
Starry Leader Limited	7.63	TBC
Altshuler Shaham Trusts Ltd.	6.66	TBC
Eliot International Limited	5.08	TBC
La Maison ITF S.à r.l.	4.03	TBC

1. Comprises the shareholdings of Aleph, L.P. and Aleph-Aleph, L.P. which are managed by Aleph Equity Partners LP

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Asayag Consulting Ltd

CorpoCheck Global Ltd.

Pulvarnis, Bareket, Ben Yehuda Ltd.

FIT Remuneration Consultants

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2021 (unaudited interim financial information)

(iii)

30 June 2022 (audited financial information for the year ending 31 December 2021)

30 September 2022 (unaudited interim financial information for six months ending 30 June 2022)

30 June 2023 (audited financial information for the year ending 31 December 2022)

EXPECTED ADMISSION DATE:

TBC

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

88 Wood Street

London EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

88 Wood Street

London EC2V 7QR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website https://windward.ai/ from the date of the Company's admission to trading on AIM.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

22 November 2021

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - Windward Ltd
Time: 08:00:01
Date: 22 Nov 2021
Category: Capital structure
ID: 0120T