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BW Ideol AS - Contemplated private placement and subsequent admission to trading
on Euronext Growth Oslo
Oslo, 11 March 2021: Reference is made to the previous stock exchange
announcement made by BW Offshore Limited (âBW Offshoreâ) on 17 February 2021
regarding the investment in Ideol S.A. creating BW Ideol AS (the âTransactionâ),
and the potential private placement and admission to trading on Euronext Growth
Oslo. BW Ideol AS (âBW Ideolâ or the âCompanyâ) has engaged Carnegie AS and
Nordea Bank Abp, filial i Norge (the âManagersâ) to advise on and effect a
contemplated private placement of new shares in the Company to raise gross
proceeds of approximately NOK 500 million (the âOfferingâ).
The net proceeds from the Offering will predominantly be used to fund the
development of the project pipeline working capital requirements and for general
corporate purposes.
Through the Offering, the Company intends to issue up to 10,638,298 new shares
(the âNew Sharesâ) to raise gross proceeds of approximately NOK 500 million. The
offer price is fixed at NOK 47.0 per share (the âOffer Priceâ), equivalent to a
pre-money valuation of NOK 961 million. The Offer Price corresponds to the NOK
equivalent of the marginal price per share paid by the Company in the
acquisition of Ideol S.A.
In addition, the Managers may elect to over-allot up to 1,595,745 shares,
raising gross proceeds of up to approximately NOK 75 million (the âAdditional
Sharesâ and together with the New Shares, the âOffer Sharesâ), representing 15
percent of the size of the Offering.
BW Offshore has through its wholly owned subsidiary BW Offshore Holding Pte.
Ltd. pre-committed to subscribe for Offer Shares for NOK 100 million in the
Offering. BW Offshore will furthermore enter into a customary lock-up agreement
whereby all shares held by BW Offshore in the Company, including the Offer
Shares allocated to BW Offshore in the Private Placement, will be subject to
lock-up for a period of 12 months from the first day of Listing, with customary
exceptions. In addition, the Company has received a pre-commitment from Kerogen
Energy Fund II, L.P. (âKerogenâ), the formerly largest owner of Ideol S.A. of
NOK 118 million, whom will be allocated its full subscription.
Further, key employees of BW Offshore, members of the board of directors of BW
Offshore and members of the board of directors in the Company, including BW
Offshore Chief Executive Officer Marco Beenen, Chief Financial Officer StÄle
Andreassen, Chief Commercial Officer Rune Bjorbekk, Head of Corporate Finance
Anders Platou, BW Offshore Board Members Maarten R. Scholten and Carl Arnet, and
Company Board Members Yngvil Eriksson Ă
sheim and Julian Brown have subscribed
for an aggregate amount of approximately NOK 7 million, and will be allocated
their full subscriptions.
The Company and the Managers reserve the right, at any time and for any reason,
to cancel, and/or modify the terms of, the Private Placement. Neither the
Company nor the Managers will be liable for any losses incurred by applicants if
the Private Placement is cancelled, irrespective of the reason for such
cancellation.
BW Offshore is expected to grant Carnegie AS, on behalf of the Managers (the
âStabilisation Managerâ), an option to borrow a number of shares equivalent to
the Additional Shares in order to enable the Managers to settle any over-
allotments made in the Private Placement. The Company is expected to grant the
Stabilisation Manager an option (the âGreenshoe Optionâ) to subscribe and have
issued, at the Offer Price, a number of new shares equal to the number of
Additional Shares allocated in the Private Placement to cover short positions
resulting from any over-allotments made in the Private Placement and that are
not covered through share purchases made as part of any stabilization
activities. The Greenshoe Option is exercisable, in whole or in part, by the
Stabilisation Manager within a 30-day period commencing at the time trading in
the shares commences on Euronext Growth (Oslo). The Company will receive the
proceeds from any shares sold under the Over-Allotment Option if, and to the
extent, that the Greenshoe Option is exercised. Net profits from stabilisation
activities, if any, will be to the benefit of BW Offshore.
The Stabilisation Manager may (but will be under no obligation to) effect
stabilisation transactions with a view to supporting the market price of the
Shares, in a period of 30 days from the first day of listing of the Company on
Euronext Growth Oslo, at a level higher than that which might otherwise prevail.
However, stabilisation actions may not necessarily occur and may cease at any
time. Any stabilisation action may begin on or after the date of commencement of
trading of the Shares on Euronext Growth Oslo and, if begun, may be ended at any
time, but it must end no later than 30 days after that date. Stabilisation may
result in a price of the shares that is higher than might otherwise prevail, and
the price may reach a level that cannot be maintained on a permanent basis. Any
stabilisation activities will be conducted in accordance with Commission
Delegated Regulation (EU) 2016/1052 with regard to regulatory technical
standards for the conditions applicable to buy-back programs and stabilisation
measures as implemented into Norwegian law by Section 3-1 (3) of the Norwegian
Securities Trading Regulation.
Transaction details
The bookbuilding period of the Offering will commence today on 11 March 2021 at
09:00 CET and close on 12 March 2021 at 14:00 CET. The Company may, however, at
any time resolve to close or extend the bookbuilding period at any time and for
any reason at its sole discretion and without notice. If the bookbuilding period
is shortened or extended, any other dates referred to herein may be amended
accordingly.
The Offering will be directed towards Norwegian and international investors, in
each case subject to an exemption being available from offer prospectus
requirements and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount have been set to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirement
pursuant to the Norwegian Securities Trading Act and ancillary regulations are
available.
The Offering will be directed towards a limited number of selected investors, in
each case subject to, and in compliance with, applicable exemptions from
relevant prospectus requirements or registration requirements: (i) outside the
US in reliance on Regulation S under the US Securities Act of 1933 (the âUS
Securities Actâ), (ii) in the US to âqualified institutional buyersâ (QIBs) as
defined in Rule 144A under the US Securities Act and (iii) in the UK to persons
who have professional experience, knowledge and expertise in matters relating to
investments and are âinvestment professionalsâ for the purposes of article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order.
Allocation of Offer Shares will be determined following the expiry of the
bookbuilding period by the Companyâs board of directors (the âBoardâ) at their
sole discretion. The Company will strive to give preferred allocation to
existing shareholders in BW Offshore and otherwise focus on criteria such as
(but not limited to) timeliness of the application, relative order size, sector
knowledge, perceived investor quality and investment horizon, provided however,
that BW Offshore, Kerogen and the key employees and board members of BW Offshore
and the Company will receive allocations as set out above.
Settlement is expected to take place on or about 18 March 2021 on a delivery
versus payment basis. The shares cannot be traded until Listing has occurred.
The Company and the Managers reserve the right, at any time and for any reason,
to cancel, and/or modify the terms of, the Offering. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Offering is
cancelled, irrespective of the reason for such cancellation.
Completion of the Offering by delivery of the Offer Shares to the applicants is
subject to the following conditions: (i) necessary corporate resolutions being
validly made by the Company, including without limitation, the Board resolving
to consummate the Offering and allocate the Offer Shares and an extraordinary
general meeting of the Company scheduled to take place on or about 12 March
2021 resolving to issue the New Shares, (ii) the completion of the Transaction
whereby the Company acquires all shares in Ideol S.A. scheduled to take place
15 March 2021 and (iii) the registration of the share capital increase in the
Company pertaining to the New Shares in the Norwegian Register of Business
Enterprises (Nw. Foretaksregisteret) having taken place and the New Shares
having been issued in VPS.
The Company has applied for admission to trading of its shares on Euronext
Growth (Oslo), a multilateral trading facility operated by the Oslo Stock
Exchange. Following completion of the Offering and the Transaction, the Company
is expected to be admitted to trading on Euronext Growth (Oslo), with the first
day of trading expected to occur on or about 18 March 2021 under the ticker
symbol âBWIDLâ.
BW Ideol in brief
BW Ideol is a leading fully integrated platform in floating offshore wind with
more than 10 years of experience from design, execution and development of
floating wind projects based on Ideol S.A.'s patented floating offshore wind
technology and engineering capabilities. The company has a dual-leg growth
strategy as a floater EPCI and maintenance services provider and as a wind-farm
project developer and co-owner. BW Ideol has two full-scale offshore floating
wind turbines in operation in France and Japan, a significant project pipeline,
and is supported by BW Offshoreâs extensive experience from developing and
operating offshore energy production systems.
Conference call information
The Company will host a conference call at 14:00 (CET) today. The presentation
will be given by CEO of BW Offshore Marco Beenen and CEO of BW Ideol Paul de la
GuériviÚre.
Please dial one of the following numbers:
Norway: +4721956342
Singapore: +6531591097
United Kingdom: +442037696819
United States: +16467870157
You can also follow the presentation via webcast available on:
https://streams.eventcdn.net/bwideol/20210311_presentation/
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Please note, that if you follow the webcast via the above URL, you will
experience a 30 second delay compared to the main conference call. The web page
works best in an updated browser - Chrome is recommended.
Advisors
Carnegie AS and Nordea Bank Abp, filial i Norge are acting as Joint Managers and
Joint Bookrunners in connection with the Offering and the Listing.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company and
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers. Crux
Advisers AS is acting as communication advisor to the Company.
For further information, please contact:
Paul de la GuériviÚre | CEO, BW Ideol AS | + 33 (0)6 28 07 16 57
Nicolas de Kerangal | Chief Finance & Partnerships Officer, BW Ideol AS | +33
(0)7 76 87 70 08
Marco Beenen | CEO, BW Offshore; Chairman, BW Ideol AS | +47 90 40 64 71
Anders S. Platou | Head of Corporate Finance, BW Offshore | +47 99 50 47 40
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 of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
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 âSecurities
Actâ), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities 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 solely to âqualified institutional buyersâ as
defined in Rule 144A under the 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectusnan in such EEA Member State. The expression âProspectus
Regulationâ means Regulation (EU) 2017/1129 as amended 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 (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 for
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, âexpectâ, âanticipateâ,
âstrategyâ, 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 investment levels
and need for the Companyâs services, changes in the general economic, political
and market conditions in the markets in which the Company operates, the
Companyâs ability to attract, retain and motivate qualified personnel, changes
in the Companyâs 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. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither of the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and 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 in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act. This stock exchange release was
published by Una Holmen, Manager IR at BW Offshore, on 11 March 2021 at 08.00
CET.
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