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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
BW Offshore Limited (âBWOâ or the âSellerâ) has retained Citigroup Global
Markets Limited and Pareto Securities AS (collectively referred to as the
âManagersâ) to explore a potential block sale of existing shares in BW Energy
Limited (âBWEâ or the âCompanyâ) through a private placement (the âOfferingâ).
BWO is contemplating selling 20,000,000 shares in BWE, representing
approximately 7.8% of the shares outstanding in BWE, through an accelerated
bookbuilding process. BWO reserves the right, at its own discretion, not to sell
any shares in the Offering.
The Offering will commence immediately following the publication of this
announcement (28 October 2021 at 16:30 CEST) and will close no later than 29
October 2021 at 08:00 CEST. Please note that the Offering may close earlier or
later at the discretion of BWO. The Offering is expected to be priced and
allocated before 09:00 CEST on 29 October 2021 (T). The settlement in the
Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).
BWO currently holds 90,840,553 shares in BWE, representing approximately 35.2%
of the shares outstanding in BWE. BWO will enter into a 6-month customary lock-
up with the Managers following the completion of the Offering for any of the
shares BWO currently holds in BWE which are not sold as part of the Offering.
In February 2020, BWE was spun off from BWO and listed on the Oslo Stock
Exchange. BWO is very pleased with the development of BWE into a robust and
independent E&P company. However, BWO has decided to divest part of its
shareholding in BWE to accelerate growth in core business areas. The net
proceeds to BWO from the Offering will be used for further growth opportunities
within energy infrastructure, including FPSO and renewable energy investments,
as well as other general corporate purposes. BWO will following completion of
the Offering remain a committed and supportive partner to enable BWE to deliver
on its growth strategy.
BW Group Limited (âBWGâ), which currently directly owns approximately 35.1% of
BWE and approximately 49.9% of BWO, has pre-committed to subscribe for up to USD
20 million in the Offering. However, in the case of strong demand, BWG may be
scaled back to improve the overall free float in BWEâs shares.
The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, offer and allocate an
amount below the NOK equivalent of EUR 100,000 in the Offering to the extent
exemptions from prospectus requirements, in accordance with Regulation (EU)
2017/1129, are available.
Andreas Sohmen-Pao is the chairman of the board of directors of BWG, BWO and
BWE. Marco Beenen is the CEO of BWO and a member of the board of directors of
BWE. Carl Arnet is the CEO of BWE and a member of the board of directors of BWO.
For more information about the Offering please contact one of the Managers:
Citigroup Global Markets Limited
+44 20 7986 4000
Pareto Securities AS
+47 22 87 87 50
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Una S. Holmen, Senior Manager
Sustainability & Communications at BWO, at the date and time as set out above.
Important Notices
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 BWE. 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.
BWE 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 prospectus in such EEA Member State. The expression âProspectus
Regulationâ means Regulation 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 BWO 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.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
BWO does not have any intention or obligation to publicly update or revise any
forward-looking statements after it distributes this announcement, whether to
reflect any future events or circumstances or otherwise.
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 BWE. Neither the Managers nor
any of their respective affiliates accepts any liability arising from the use of
this announcement.
Kilde
