Ørsted publishes prospectus and initiates rights issue

DJ Ørsted publishes prospectus and initiates rights issue

Ørsted A/S (Ørsted)
Ørsted publishes prospectus and initiates rights issue
15-Sep-2025 / 08:08 CET/CEST

=----------------------------------------------------------------------------------------------------------------------
9/15/2025 8:08:04 AM CEST | Ørsted A/S | Inside information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL

Today, Ørsted A/S (the Company and together with its fully or partially consolidated entities Ørsted) announced the
initiation of a rights issue (the Offering) at a subscription ratio of 15:7 and subscription price of DKK 66.60 per new
share (the subscription price). The Offering comprises 900,816,600 new shares of nominally DKK 10 each (the New Shares
), which are issued with pre-emptive rights to subscribe for the New Shares (the Pre-emptive Rights) for the Company's
existing shareholders (the Existing Shareholders). A prospectus regarding the Offering is available on the Company's website
website https://orsted.com/en/investors/rightsissue (subject to certain restrictions) (the Prospectus).

Trond Westlie, CFO of Ørsted, said:

"Today, following the mandate given to us by our shareholders at the extraordinary general meeting on September 5, 2025,
we're initiating a rights issue, through which we intend to raise capital to cover the additional funding requirement
related to Sunrise Wind and create a robust financial foundation for Ørsted to realize the potential of our business."

"Ørsted is currently constructing 8.1 GW of offshore wind, which, when commissioned, will contribute approximately DKK
11-12 billion in annual earnings (EBITDA) by 2028. Our focus will predominantly be on our core markets in Europe where
there's continued strong support for offshore wind. With 30 years of experience in offshore wind, Ørsted is in a strong position
position to deliver on Europe's offshore wind ambitions, strengthening Europe's ability to deliver clean, secure, and
affordable energy."

The key terms of the Offer are the following:

 . The Offering comprises 900,816,600 New Shares of nominally DKK 10 each.
 . The Subscription Price is DKK 66.60 per New Share.
 . The gross proceeds of the Offering are expected to amount to approximately DKK 60 billion.
 . The Offering is fully underwritten pursuant to the terms of (i) a Subscription Commitment entered into with the
 Danish State (approximately 50.1% of the New Shares), and (ii) an Underwriting Agreement with an underwriting
 syndicate consisting of Morgan Stanley & Co. International plc, BNP PARIBAS, Danske Bank A/S and JP Morgan SE as
 joint global coordinators and joint bookrunners (the Joint Global Coordinators), BofA Securities Europe SA and
 Goldman Sachs International as joint bookrunners, and Crédit Agricole Corporate and Investment Bank, Deutsche Bank
 Aktiengesellschaft, Nordea Danmark, Filial af Nordea Bank Abp, Finland, Coöperatieve Rabobank UA, Skandinaviska
 Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige and SMBC Bank EU AG as
 co-bookrunners (such co-bookrunners together with the joint bookrunners and the Joint Global Coordinators, the
 Managers) (for any unsubscribed New Shares not included by the Subscription Commitment).
 . Each of the Company's Existing Shareholders will be allocated 15 Pre-emptive Rights for each 1 existing share held.
 . The subscription ratio of the Offering is 15:7, meaning that 7 Pre-emptive Rights will entitle the holder to
subscribe for 1 New Share.
 . Existing shares traded after September 16, 2025 at 5:00 p.m. CEST will be traded without pre-emptive rights, assuming
 that such existing shares are traded with a customary two-day settlement period.
 . The Pre-emptive Rights can be traded in the period commencing on September 17, 2025 at 9:00 CEST and closing on 30^
 September 2025 at 17:00 CEST (the Rights Trading Period).
 . The subscription period for New Shares begins on September 19, 2025 at 9:00 CEST and closes on October 2, 2025 at
 5:00 p.m. CEST (the subscription period).
 . Any Pre-emptive Rights that are not exercised during the Subscription Period will lapse with no value, and the
 holder of such pre-emptive rights will not be entitled to compensation. Such remaining shares may be subscribed for
 by Existing Shareholders of the Company and qualified investors during the subscription period (the Remaining
 Shares), and any such Remaining Shares not subscribed for by Existing Shareholders or qualified investors will be
 subscribed for by the Managers.
Reference is made to the Prospectus in its entirety for a description of Ørsted and the Offering.

Background to the Offering and use of proceedings
On August 11, 2025, the Company announced its decision to discontinue the process for the partial divestment and
associated non-recourse project financing of the Sunrise Wind offshore wind project and its intention to carry out the
Offering. On August 13, 2025, the Company convened an extraordinary general meeting to obtain the shareholders' approval
to authorize the Board of Directors to issue New Shares with pre-emptive rights for Existing Shareholders. The
Authorization was adopted at the extraordinary general meeting held on 5 September 2025. On 15 September 2025, the
Board of Directors resolved to utilize the authorization, initiate the Offering, and increase the Company's share
capital by nominally DKK 9,008,166,000 (900,816,600 shares of nominally DKK 10 each).

The Offering is expected to raise gross proceeds of approximately DKK 60 billion for the Company. The net proceeds from
the Offering is expected to be approximately DKK 59.4 billion, after deduction of costs and expenses payable by the
Company in connection with the Offering. The Offering is fully underwritten in accordance with the terms of the Subscription
Commitment entered into with the Danish State (approximately 50.1% of the New Shares), and the Underwriting Agreement
entered into with the Managers (for any New Shares not included by the Subscription Commitment).

On 6 February 2025, Ørsted updated its business plan. An important element of the plan was the timely delivery of
Ørsted's divestment program. After the presentation of the business plan, unprecedented and material adverse
Regulatory developments in the US offshore wind market outside of Ørsted's control increased the perceived level of
uncertainty among financiers and investors in the US offshore wind market. This significantly and adversely impacted
the terms under which the partial divestment and associated non-recourse financing processes of the Sunrise Wind
offshore wind project included in the business plan could be pursued. On August 11, 2025, the Board of Directors
determined that it was not possible to complete the planned partial divestment and associated non-recourse project
Financing of the Sunrise Wind offshore wind project on terms that would provide the required strengthening of Ørsted's
capital structure to support the Company's investment program and business plan. Accordingly, the Board of Directors
decided to discontinue the process and present the plan to pursue the Offering. Following the announcement of the plan
to pursue the Offering, the US Department of the Interior's Bureau of Ocean Energy Management (BOEM) issued an order
on August 22, 2025, instructing Revolution Wind LLC, a joint venture between Ørsted and Global Infrastructure Partners'
Skyborn Renewables with each owning a 50% interest, to stop activities on the outer continental shelf related to the
Revolution Wind project (the Revolution Wind Order), which further emphasizes the need to strengthen the Company's
capital structure.

The size of the Offering has been set to strengthen Ørsted's capital structure, taking into account Ørsted's targeted
solid investment grade ratings by Moody's, Standard & Poor's, and Fitch as well as the regulatory uncertainties for
offshore wind in the US and other risks that Ørsted faces.

The net proceeds from the Offering will be used to cover the additional funding requirement arising from the decision
to discontinue the partial divestment of Sunrise Wind and the associated non-recourse project financing. That
requirement is approximately DKK 40 billion and reflects the absence of proceeds from the partial divestment and
project financing as well as Ørsted funding 100% of CAPEX.

Ørsted intends to use the remaining net proceeds of approximately DKK 20 billion to strengthen its capital structure
and enhance financial flexibility, helping ensure appropriate capitalization for 2025 to 2027, the period during which
Ørsted plans to deliver its 8.1 GW offshore wind construction portfolio. This includes helping to cover the impact of
the Revolution Wind Order or other risks that may materialize. Furthermore, the remaining net proceeds are intended to
enhance the value of Ørsted's portfolio by, among other things:

 . Strengthening the foundation: Strengthening the capital structure to preserve and optimize the value of its
 portfolio in operation and under construction through key value drivers, such as partnerships, EPC services,
 trading activities, and access to funding.
 . Financial flexibility: Following completion of the planned partial divestments of Ørsted's ownership of the Hornsea
 3 and Changhua 2a and 2b offshore wind farms, enabling a more value-accretive and flexible approach to the timing
 of partnerships and divestments related to offshore wind farms, and reducing the dependency on divestments below a
 50% ownership for operational assets.
 . Future positioning: Reinforcing Ørsted's position as a global leader in offshore wind by increasing the Company's

(MORE TO FOLLOW) Dow Jones Newswires

September 15, 2025 02:08 ET (06:08 GMT)