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âUNITED STATESâ), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLEâS REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
BW Offshore - Transfer of assets to BW Energy
Reference is made to the announcement dated 23 May 2019 regarding the planned
separate listing of BW Energy Limited (âBW Energyâ). In preparation for the
listing, BW Offshore Limitedâs (âBW Offshoreâ or the âCompanyâ) wholly owned
subsidiary BW Offshore Singapore Pte Ltd. (âBWOSâ) has today entered into share
swap agreements pursuant to which the shares in and receivables on certain
subsidiaries through which the Company holds its E&P assets are transferred on
an armsâ length basis to BW Energy. BW Energy is a newly established Bermuda
limited company and will serve as parent company for the E&P business and become
the listed entity.
The E&P assets include BWOSâs shareholding interest in:
- BW Energy Holdings Pte. Ltd., which holds the ownership interest in the
Dussafu production sharing contract (âDussafuâ). As consideration, BWOS,
Maple Company Limited and Arnet Energy Pte Ltd. will receive, respectively,
66%, 33% and 1% of the shares in BW Energy, which mirrors their
shareholdings in BW Energy Holdings Pte. Ltd.;
- BW Kudu Holding Pte. Ltd., which holds a 56% participating interest in the
Kudu licence (âKuduâ); and
- BW Maromba Holdings Pte. Ltd., which, through its wholly owned subsidiary,
has entered into definite agreements to acquire 100% of the participating
interest in the Maromba licence (âMarombaâ).
Following completion of the above transactions, the Companyâs ownership interest
in BW Energy will be 68.6%, while BW Group Limited and Arnet Energy Pte Ltd will
own 30.5% and 0.9%, respectively, as set out in the BW Energy investor
presentation published on 29 May 2019.
BW Group Limited owns 49.9% of the shares in BW Offshore and is represented on
the Board of Directors of the Company by Andreas Sohmen-Pao (Chairman). Arnet
Energy Pte Ltd is a company owned by Carl K. Arnet, who is CEO and board member
of BW Energy and a member of the Board of Directors of BW Offshore. Carl K.
Arnet owns 1.23% of the shares in the Company.
For further information, please contact:
StĂĽle Andreassen, CFO
+65 97 27 86 47
IR@bwoffshore.com
Not for distribution in or into the United States, Australia, Canada, the Hong
Kong Special Administrative Region of the Peopleâs Republic of China or Japan.
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the âU.S.
Securities Actâ). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to âqualified
institutional buyersâ as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
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).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as âRelevant Personsâ). These materials are 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. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Transaction.
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 Companyâs
shares.
Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the Companyâs shares and determining appropriate distribution
channels.
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 âanticipateâ, âbelieveâ,
âcontinueâ, âestimateâ, âexpectâ, âintendsâ, âmayâ, âshouldâ, âwillâ 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither 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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Each of the Company, the Managers and their respective affiliates 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 of the Norwegian Securities Trading Act.
Kilde
