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BW OFFSHORE LIMITED ANNOUNCES SUCCESSFUL PLACEMENT OF APPROXIMATELY USD 300
MILLION SENIOR UNSECURED CONVERTIBLE BONDS DUE 12 NOVEMBER 2024
5 November 2019
BW Offshore Limited (the âCompanyâ or âBW Offshoreâ) announces today the
successful placement of senior unsecured bonds due 2024 (the âBondsâ)
convertible into new and/or existing interests in common shares (the âSharesâ)
of the Company with a total size of approximately USD 300 million following the
exercise the approximately USD 50 million increase option.
The Bonds will have a fixed coupon of 2.50% payable semi-annually in arrear and
a conversion premium of 37.5% over the volume weighted average price of the
Shares on the Oslo Stock Exchange (converted at the prevailing USD:NOK spot rate
at closing of trading today) between opening and closing of trading today.
The USD initial conversion price of the Bonds will be announced after close of
the Oslo Stock Exchange later today.
The Bonds will be issued and redeemed at 100% of their principal amount of USD
200,000 and will, unless previously redeemed, converted or purchased and
cancelled, mature on 12 November 2024.
Settlement of the Offering is expected to take place on 12 November 2019 (the
âSettlement Dateâ).
BW Offshore will be subject to a lock-up from today and ending 90 days after the
Settlement Date and BW Group Ltd will be subject to a lock-up from today and
ending 30 days after the Settlement Date, in each case with respect to the
Shares and equity-linked securities and subject to a waiver from the Joint
Global Coordinators and certain exceptions.
The net proceeds of the Offering will be used to refinance existing debt and for
general corporate purposes.
The Bonds will not initially be listed. The Company may at its option list the
Bonds, or have them admitted to trading, on a regulated or unregulated market
after the Settlement Date.
BNP Paribas and DNB Markets are acting as Joint Global Coordinators and Joint
Bookrunners of the Offering.
For further information, please contact:
StĂĽle Andreassen, CFO, +65 97 27 86 47
Anders S. Platou, Head of Corporate Finance, +47 99 50 47 40
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.
Important Note
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION
OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL
RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY
THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO
THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE
SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND
DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE âEEAâ) PERSONS WHO
ARE âQUALIFIED INVESTORSâ WITHIN THE MEANING OF THE PROSPECTUS REGULATION
(âQUALIFIED INVESTORSâ). FOR THESE PURPOSES, THE EXPRESSION âPROSPECTUS
REGULATIONâ MEANS REGULATION (EU) 2017/1129.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN:
(A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED
(âMIFID IIâ); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU)
2017/593 SUPPLEMENTING MIFID II; AND Š LOCAL IMPLEMENTING MEASURES (TOGETHER,
THE âMIFID II PRODUCT GOVERNANCE REQUIREMENTSâ), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY
âMANUFACTURERâ (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN
SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET
MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY,
EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS
TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A âDISTRIBUTORâ)
SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERSâ TARGET MARKET ASSESSMENT;
HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS
OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERSâ TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY
CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE
BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE:
(A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID
II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN,
OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO
AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS
ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1)
OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE EU 2016/97 ,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE âPRIIPS
REGULATIONâ) FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM
AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE
OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY
TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE âORDERâ) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS âRELEVANT PERSONSâ). THIS PRESS
RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS
WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN
THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO
(A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
THE BONDS MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE
PROVISIONS OF THE INVESTMENT BUSINESS ACT 2003 OF BERMUDA, THE EXCHANGE CONTROL
ACT 1972 OF BERMUDA AND RELATED REGULATIONS AND THE COMPANIES ACT 1981 OF
BERMUDA, EACH AS AMENDED FROM TIME TO TIME. ADDITIONALLY, NON-BERMUDIAN PERSONS
MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR BUSINESS IN BERMUDA UNLESS SUCH
PERSONS ARE AUTHORISED TO DO SO UNDER APPLICABLE BERMUDA LEGISLATION. ENGAGING
IN THE ACTIVITY OF OFFERING OR MARKETING THE BONDS IN BERMUDA TO PERSONS IN
BERMUDA MAY BE DEEMED TO BE CARRYING ON BUSINESS IN BERMUDA.
A PROSPECTUS IS NOT REQUIRED TO BE FILED IN CONNECTION WITH THE ISSUE AND
OFFERING OF THE BONDS WITH THE REGISTRAR OF COMPANIES IN BERMUDA PURSUANT TO THE
PROVISIONS OF PART III OF THE COMPANIES ACT 1981 OF BERMUDA, AS AMENDED. NEITHER
THE REGISTRAR OF COMPANIES NOR THE BERMUDA MONETARY AUTHORITY ACCEPTS ANY
RESPONSIBILITY FOR THE COMPANYâS FINANCIAL SOUNDNESS OR THE CORRECTNESS OF ANY
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED HEREIN.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN
INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANYâS PUBLICLY AVAILABLE
INFORMATION. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE
COMPANYâS PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE
SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED
OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY
UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE âSECURITIESâ). NONE OF THE
COMPANY OR THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE
SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE
ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE
SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE
TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN
CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR
PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR
PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES
EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE
ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
Kilde
