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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER
MEASURES
Oslo, 9 November 2023 - BW Sirocco Holdings AS (the âOfferorâ) hereby announces
a recommended voluntary offer to acquire all issued and outstanding shares (the
âSharesâ) in BW Ideol AS (âBW Ideolâ or the âCompanyâ) not already held by the
Initiating Shareholders (as defined below), at an offer price of NOK 12 per
Share (the âOffer Priceâ), to be settled in cash or shares in the Offeror (the
âOfferâ).
The Offeror is a newly incorporated Norwegian private limited liability company
established for the purpose of making the Offer, and will, following the
completion of the Offer be owned by BW Offshore Limited, Kerogen Investments No.
48 Limited, Larochette Invest SARL and certain other existing investors and
management shareholders of BW Ideol (collectively the âInitiating
Shareholdersâ), as well as any BW Ideol shareholders who accept the Share
Consideration (as defined below). The Initiating Shareholders hold in aggregate
84.7% of the outstanding Shares of BW Ideol, which is being contributed to the
Offeror subject to completion of the Offer.
Under the Offer, eligible shareholders of BW Ideol will be offered a cash offer
price of NOK 12 per Share in BW Ideol (the âCash Considerationâ). The cash offer
price represents a premium of 42.2% to the closing price of the Shares on 8
November 2023 and premium of 44.5%, and 34.2% to the volume-weighted average
share price of BWI on Euronext Growth during the last 30 trading days and the
last 90 trading days, respectively, up to and including 8 November 2023.
The Offer will also include a share alternative, whereby eligible shareholders
may elect to receive settlement for their Shares in BW Ideol in the form of
shares in the Offeror on a 1:1 basis (the âShare Considerationâ). The shares in
the Offeror are not, and are not intended to be, listed on any stock exchange,
regulated market or multilateral trading facility. Shareholders electing to
receive the Share Consideration will be required to enter into a shareholdersâ
agreement regulating the ownership in the Offeror which will be described in
more detail in the Offer Document (as defined below).
The board of directors of BW Ideol (excluding its members having a conflict of
interest with respect to the Offer) (the âBoardâ) have unanimously resolved to
recommend the shareholders of BW Ideol to accept the Offer on the basis of an
independent fairness opinion from Carnegie AS commissioned by the Board. The
Boardâs recommendation will be enclosed in the Offer Document (as defined below)
to be published by the Offeror on or about 14 November 2023.
In order to realise the growth of the company and meet upcoming capital
commitments, BW Ideol will require additional financing. Debt financing is not
considered to be available on satisfactory terms. The Offer allows for BW
Ideolâs public equity investors to realise all cash for their shares at a
substantial premium to the market price in an illiquid equity. Raising new
equity capital in an efficient manner is further constrained by the current
Euronext Growth listed setting and capital market sentiment, and any such equity
raise is expected to lead to a substantial dilution for non-participating
shareholders. At the same time, the minority shareholders are given an
alternative to the Cash Consideration to continue as shareholders together with
the Initiating Shareholders by accepting the Share Consideration. The Initiating
Shareholders further believe that BW Ideol, if privately held, will be able to
raise capital more efficiently from investors that invest in privately held
growth companies, including other industrial investors beyond BW Offshore.
Additionally, the company would benefit from reduced cost, freed-up management
time and reduced formal obligations.
About the Offer:
The Offeror has entered into contribution agreements with the Initiating
Shareholders. Pursuant to the contribution agreements, the Initiating
Shareholders have agreed (subject to the completion of the Offer) to transfer
their Shares in BW Ideol to the Offeror free of any encumbrances against a
consideration equal to the Share Consideration under the Offer, i.e. shares in
the Offeror on a 1:1 basis, with the exception of 213,775 Shares which will be
sold by certain Initiating Shareholders to the Offeror at the Offer Price.
The Offeror and BW Ideol have entered into a transaction agreement (the
âTransaction Agreementâ) regarding the Offer, pursuant to which, on certain
terms and conditions, the Offeror has agreed to make, and the Board has agreed
to recommend, the Offer.
The complete details of the Offer, including all terms and conditions, will be
contained in a combined offer document and national prospectus (the âOffer
Documentâ) to be sent to all eligible shareholders following registration of the
Offer Document with the Norwegian Register of Business Enterprises accordance
with the provisions for national prospectuses in Chapter 7 of the Norwegian
Securities Trading Act.
Completion of the Offer will be subject to the following main conditions being
satisfied or waived by the Offeror:
- The Offeror receiving acceptances for the number of Shares in the Company
required in order for the Offeror to become the owner of at least 90% of the
total number of Shares and votes in BW Ideol. As mentioned above, the
Initiating Shareholders have entered into contribution agreements which
provide for a contribution in total of 84.7 % of the total number of Shares
in the Company to the Offeror;
- The Board shall not have revoked, modified, amended or qualified its
recommendation of the Offer;
- No relevant authority shall have taken any form of legal action that
prohibits the consummation of the Offer, or shall in connection with the
Offer have imposed conditions upon the Offeror, the Company or its
respective affiliates;
- Regulatory approvals, if any are applicable, having been obtained;
- The business of the Company and its affiliates shall in all material
respects have been conducted in the ordinary course and in accordance with
applicable law and regulations;
- No breach of the Transaction Agreement by BW Ideol having occurred; and
- No material adverse change having occurred.
The Offer is not conditional upon any due diligence of BW Ideol.
The offer period is expected to commence on or about 09:00 (CET) on 14 November
2023, following registration of the Offer Document with the Norwegian Register
of Business Enterprises, and end at 16:30 (CET) on 28 November 2023, subject to
any extension. Settlement of the Offer is expected to take place within 10
business days following the expiry of the offer period for the Cash
Consideration, subject to all conditions being fulfilled or waived. Settlement
of the Share Consideration will take place as soon as practically possible
following registration of the capital increase to issue the consideration shares
in the Offeror with the Norwegian Register of Business Enterprises.
Following the completion of the Offer, the Offeror intends to carry out a
compulsory acquisition to acquire the remaining Shares, and the Offeror will
propose that the general meeting of the Company resolves that the Company shall
apply to Oslo Børs for the delisting of the Companyâs Shares from Euronext
Growth.
This announcement does not in itself constitute an offer. The Offer will only be
made on the basis of the Offer Document and can only be accepted pursuant to the
terms of the Offer Document. The Offer will not be made in any jurisdiction in
which the making of the Offer would not be in compliance with the laws of such
jurisdiction.
Advisors:
Danske Bank, Norwegian Branch, is acting as financial advisor to the Offeror and
receiving agent for the Offer. Advokatfirmaet Thommessen AS is acting as legal
advisor to the Offeror.
Carnegie AS is acting as financial advisor to the Board.
For further information, please contact:
BW Ideol AS
Nicolas de Kerangal (Chief Financial & Partnerships Officer)
+33 (0) 7 76 87 70 08 / ir@bw-ideol.com (mailto:ir@bw-ideol.com)
BW Sirocco Holdings AS
Anders S. Platou (Chairman)
+47 99 71 86 55
ir@bwoffshore.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Eric A Stousland, Senior Associate Corporate
Finance & IR, on 9 November 2023 at 18:29 CET.
IMPORTANT INFORMATION
It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the Peopleâs Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States. The
Offer or Consideration Shares referred to in this release have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the âU.S. Securities Actâ), or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available. The information contained in this announcement
is for informational purposes only and does not purport to be full or complete.
The Offeror does not intend to conduct a public offering in the United States
and is relying on exemptions from registration. The Offer will be made to
shareholders in the United States in compliance with applicable U.S. securities
laws and regulations, including Section 14(e) and Regulation 14E under the U.S.
Securities Exchange Act of 1934, as amended. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
âFinancial Promotion Orderâ), (ii) are persons falling within Article 49(2)(a)
to (d) (âhigh net worth companies, unincorporated associations etcâ) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as ârelevant
personsâ). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area which has implemented the
Prospectus Regulation (EU) (2017/1129, as amended, the âProspectus Regulationâ)
(each, a âRelevant Member Stateâ) will be made pursuant to an exemption under
the Prospectus Regulation, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of securities. Accordingly,
any person making or intending to make any offer in that Relevant Member State
of securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the Offeror, the
Company nor any of the advisors have authorised, nor do they authorise, the
making of any offer of the securities through any financial intermediary, other
than offers made by the Offeror which constitute the final placement of the
securities contemplated in this announcement. Neither the Offeror, the Company
nor any of the advisors have authorised, nor do they authorise, the making of
any offer of securities in circumstances in which an obligation arises to
publish or supplement a prospectus for such offer.
This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer or
the future plans and objectives of the Offeror or the Company are forward-
looking statements that involve risk and uncertainties. There can be no
assurances that such statements will prove to be accurate and actual results
could differ materially from those anticipated in such statements.
Neither the Offeror, the Company nor any of their advisors and/or any of their
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person(s) accept any responsibility or liability whatsoever
for, or make any representation or warranty, express or implied, as to the
accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating the Offer, the Offeror or the
Company.
The issue, subscription or purchase of shares in the Offeror is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Offeror, the Company nor their advisors assume any responsibility in the event
there is a violation by any person of such restrictions.
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into United States, Canada, Australia, New Zealand, Hong
Kong, Japan or any other jurisdiction in which the distribution or release would
be unlawful. This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or form part of any offer to
sell or purchase, or solicitation to purchase or subscribe for any securities,
in the United States or in any other jurisdiction. The securities mentioned
herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the âUS Securities Actâ). The securities may
not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the US Securities Act. The Offeror does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or
sent into Australia, Canada, Japan or the United States.
Kilde
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