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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
BW Offshore invests in Ideol creating floating offshore wind champion
Transaction highlights:
- BW Offshore to invest EUR 60 million in Ideol S.A., creating BW Ideol, a
global integrated floating offshore wind company with proven technology and
market-leading capabilities
- BW Offshore expects to own ~50% of BW Ideol post a contemplated capital
raise and listing as a separate company on Euronext Growth
- Targeting completion of the private placement and listing by end-March with
BW Offshore as an anchor investor and industrial partner
- BW Offshoreâs experience in developing and operating offshore production
systems and capital markets access is highly complementary to Ideolâs
floating offshore wind IP and expertise
- Creating a strong platform for a floating offshore wind business with
accelerated growth potential as a technology and EPC provider, and developer
and operator of wind power projects
A floating offshore wind champion targeting large-scale projects
BW Offshore (the âCompanyâ) today signed a share purchase agreement to become a
strategic owner of Ideol S.A., a global pure player in floating offshore wind
technology, creating a renewable energy company with market-leading capabilities
based on in-house developed and proven technology, supported by BW Offshoreâs
extensive experience from development and operation of offshore energy
production systems.
âWe see solid opportunities for developing offshore power production solutions
to drive energy transition at global scale. We are combining our four decades of
offshore development, financing and operational experience with Ideolâs proven
floating offshore wind technology and expertise. Together we are creating a
champion in this emerging market with significant long-term growth and value
creation potential,â said Marco Beenen, the CEO of BW Offshore.
Ideol is a leading provider of floating foundations for offshore wind with more
than 10 years of experience from engineering and supporting floating offshore
wind projects from conception to installation. The company has over 60
employees, of which 90% are engineers covering the disciplines required for
floating offshore wind technology and project development. The company has
installed two full-scale demonstration wind turbines based on its patented
floater design and is currently building up a sizeable pipeline of projects as
co-developer in Japan, Europe and the US. Ideol is a privately held company,
based in La Ciotat, France.
âOur established position in floater design and engineering, coupled with BW
Offshoreâs track-record of project development and deep-water expertise,
provides a strong platform for accelerated growth as a leader in floating
offshore wind technology and growing developer of offshore renewable energy
projects,â said Paul Dupin de la GuĂŠrivière, the CEO of Ideol.
Ideol S.A. will become a wholly owned subsidiary of a new entity named BW Ideol,
as a globally leading fully integrated developer of large-scale floating
offshore wind projects. BW Ideol will have clear strategic targets; growth as a
technology and EPC services provider, expanding and maturing a significant
portfolio of development projects and becoming a long-term asset owner and
operator.
Transaction details and contemplated listing
BW Offshore to invest EUR 60 million to attain a strategic stake in BW Ideol.
Today, the Company signed a share purchase agreement to acquire shares
outstanding in Ideol S.A. via the separate entity BW Ideol AS (âBW Ideolâ).
Ideol founders and employees, will remain shareholders and transfer their
holdings to BW Ideol, and continue to lead the company backed by BW Offshore as
a long-term industrial partner.
BW Ideol is planning to seek admission to trading on Euronext Growth Oslo by the
end of March 2021. Carnegie A/S and Nordea Bank Abp, filial i Norge have been
appointed sole advisers for the admission process and a planned private
placement of new shares to fund development of the project pipeline. BW Offshore
will participate in the planned private placement as an anchor investor.
BW Offshore expects to hold approximately 50% of the shares outstanding in BW
Ideol post the contemplated capital raise and listing. The share acquisition and
participation in the capital raise will be funded from BW Offshoreâs existing
liquidity reserves. Ideol management and employees are expected to own about
20% of the shares post listing.
The transaction and listing are expected to close in the first quarter of 2021,
subject to customary closing conditions and regulatory approvals. In the event
of a delay to the planned capital raise and admission to trading, BW Offshore
will provide a convertible shareholder loan of up to EUR 10 million to finance
BW Ideolâs current development plans and working capital requirements through
2021.
Transaction webcast
BW Offshore and Ideol, represented by CEOs Marco Beenen and Paul de la
GuÊrivière, will present the transaction and the future strategy of BW Ideol and
its floating offshore wind business in a webcast at 10:00 CET today, 17 February
2021.
Click here to access the webcast
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rved=0) or dial in at +47 21 40 42 22, phone Conference ID: 974 462 988#.
Webcast details can also be found at www.bwoffshore.com.
For further information, please contact:
BW Offshore
Marco Beenen, CEO, +47 90 40 64 71
Anders S. Platou, Head of Corporate Finance, +47 99 50 47 40
IR@bwoffshore.com or www.bwoffshore.com
Ideol S.A.
Paul de la GuÊrivière, CEO, +33 (0)6 28 07 16 57
Nicolas de Kerangal, Chief Finance & Partnerships Officer, +33 (0)7 76 87 70 08
About BW Offshore:
BW Offshore is a leading provider of floating production services to the oil and
gas industry. The company also participates in developing proven offshore
hydrocarbon reservoirs. BW Offshore is represented in all major oil and gas
regions world-wide with a fleet of 15 owned FPSOs. The company has more than
four decades of production track record, having executed 40 FPSO and FSO
projects. BW Offshore is listed on the Oslo Stock Exchange.
About Ideol S.A:
Ideol is a global leader and pure player in floating foundations for offshore
wind and has been engineering and accompanying floating offshore wind projects
from conception to installation since 2010. Recipient of numerous innovation and
entrepreneurship awards and recognized as one of the most promising cleantech
companies, Ideolâs fully integrated team of over 60 experts and engineers has
patented numerous innovations of which its globally acclaimed Damping PoolÂŽ. A
prestigious panel of international private and public investors have been
supporting the companyâs growth since its creation.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities. Copies of this
announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the âU.S.
Securities Actâ), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. Neither BW Offshore nor BW Ideol intends
to register any securities referred to herein in the United States or to conduct
a public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be made to
âqualified institutional buyersâ as defined in and pursuant to Rule 144A under
the U.S. Securities Act or, with respect to any existing director or executive
officer of the Company only, âaccredited investorsâ as defined in Regulation D
under the U.S. Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression âEU
Prospectus Regulationâ means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the âOrderâ) or (ii) high
net worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as ârelevant personsâ). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as âbelieveâ, âaimsâ, âexpectâ,
âanticipateâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which BW Offshore and BW Ideol operate, their
ability to attract, retain and motivate qualified personnel, changes in their
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies, and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. BW Offshore
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement whether as a result
of new information, future developments or otherwise. The information, opinions
and forward-looking statements contained in this announcement speak only as at
its date and are subject to change without notice. You should not place undue
reliance on the forward-looking statements in this announcement.
The BW Ideolâs contemplated private placement and admission to trading on
Euronext Growth Oslo may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the private placement will
proceed and that the admission to trading on Euronext Growth Oslo will occur.
This announcement is for information purposes only. It does not purport to be
complete, and it is not to be relied upon in substitution for the exercise of
independent judgment. It is not intended as investment advice and under no
circumstances is it to be used or considered as an offer to sell, or a
solicitation of an offer to buy any securities or a recommendation to buy or
sell any securities of BW Ideol. BW Offshore expressly disclaims any obligation
or undertaking to update, review or revise any statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The distribution of this announcement and other information may be
restricted by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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