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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 ENERGY LIMITED: ANNOUNCEMENT OF TERMS FOR THE INITIAL PUBLIC OFFERING
29 January 2020
Reference is made to the announcement by BW Offshore Limited (âBW Offshoreâ) on
15 January 2020 regarding the intention to list the shares (the âSharesâ) of BW
Energy Limited (âBW Energyâ or the âCompanyâ, OSE ticker code âBWEâ) on the Oslo
Stock Exchange and the contemplated initial public offering (the âIPOâ or the
âOfferingâ).
The Offering
The Offer Shares (as defined below) are expected to be sold at a price between
NOK 34.20 and NOK 36.60 per Offer Share, corresponding to a pre-money equity
value of BW Energy of between NOK 6,409 million and NOK 6,867 million
(approximately USD 700 million to USD 750 million). The final price per Offer
Share may, however, be set above or below this indicative price range.
The Offering comprises of up to 46,849,342 new Shares to be issued by the
Company (the âOffer Sharesâ), raising gross proceeds of approximately NOK 1,602
million (approximately USD 175 million). In addition, the Joint Global
Coordinators (as defined below) may elect to over-allot a number of additional
shares equalling up to 15% of the final number of Offer Shares sold in the
Offering (the âAdditional Sharesâ). In this respect, BW Offshore is expected to
grant to Pareto Securities AS (the âStabilisation Managerâ), on behalf of the
Managers (as defined below), an option to borrow a number of Shares equal to the
number of Additional Shares in order to facilitate such over-allotment (the
âBorrowing Optionâ). The Stabilisation Manager, on behalf of the Managers, is
expected to be granted an option by the Company to purchase a number of new
Shares equal to the number of Additional Shares at the final offer price in the
IPO (the âGreenshoe Optionâ). The Greenshoe Option may be exercised, in whole or
in part, within a 30-day period commencing at the time at which trading in the
Shares commences on the Oslo Stock Exchange.
It is expected that the free float of the Companyâs shares following completion
of the Offering and the BW Offshore Dividend Distribution (as defined below),
will be in the range between approximately 24.2% and 25.6% of the shares in the
Company, depending on the final Offer Price and the number of Shares distributed
in the BW Offshore Dividend Distribution, and assuming that the Greenshoe Option
is not exercised. If the Greenshoe Option is exercised in full, the free float
is expected to be in the range between approximately 26.3% and 27.7%.
The Company, BW Offshore, BW Group Limited and the members of the Companyâs
executive management and board of directors are expected to enter into customary
lock-up undertakings with the Managers, which will restrict their ability to
issue, sell, pledge or dispose of shares in the Company, for a period up to and
including the date falling 12 months from the first day of trading of the
Companyâs shares on the Oslo Stock Exchange.
Offering details
The Offering comprise of:
- an âInstitutional Offeringâ, in which Offer Shares are being offered to (a)
investors in Norway, (b) investors outside Norway and the United States,
subject to applicable exemptions from the prospectus requirements, and Š
investors in the United States who are QIBs in transactions exempt from
registration requirements under the U.S. Securities Act. The Institutional
Offering is subject to a lower limit per application of NOK 2,000,000.
- a âRetail Offeringâ, in which Offer Shares are being offered to the public
in Norway subject to a lower limit per application of NOK 10,500 and an
upper limit per application of NOK 1,999,999 for each investor. Investors
who intend to place an order in excess of NOK 1,999,999 must do so in the
Institutional Offering. Multiple applications by one applicant in the Retail
Offering will be treated as one application with respect to the maximum
application limit. In addition to the public in Norway, directors of the
Company and employees of the BW Energy group may apply for Offer Shares in
the Retail Offering.
Prospectus
The further details of the Offering and the terms thereof are set out in the
prospectus prepared by the Company in connection with the Offering which is
expected to be approved by the Norwegian Financial Supervisory Authority later
today and to be published tomorrow, 30 January 2020 at 08:00 hours (CET) (the
âProspectusâ). The Prospectus will, subject to regulatory restrictions in
certain jurisdictions, be available at www.bwenergy.no (http://www.bwenergy.no),
www.dnb.no/emisjoner (http://www.dnb.no/emisjoner),
www.paretosec.com/transactions (http://www.paretosec.com/transactions),
https://www.arctic.com/secno/en/offerings, www.danskebank.no/bwe
(http://www.danskebank.no/bwe) and www.swedbank.no/store-foretak-og-
institusjoner/advisory-services-and-investment-banking/corporate-
finance/aktuelle-transaksjoner (http://www.swedbank.no/store-foretak-og-
institusjoner/advisory-services-and-investment-banking/corporate-
finance/aktuelle-transaksjoner) following publication. Copies of the Prospectus
may be obtained free of charge at BW Energyâs offices at 30 Pasir Panjang Road,
#14-31/32 Mapletree Business City, Singapore 117440 or by contacting one of the
Joint Global Coordinators.
Timeline and offer period
The bookbuilding period for the Institutional Offering is expected to take place
from 30 January 2020 at 09:00 hours (CET) to 7 February 2020 at 14:00 hours
(CET). The application period for the Retail Offering is expected to take place
from 30 January 2020 at 09:00 hours (CET) to 7 February 2020 at 12:00 hours
(CET). The Company, in consultation with the Joint Global Coordinators, reserves
the right to shorten or extend the bookbuilding period and/or the application
period at any time at its sole discretion. Any shortening of the bookbuilding
period and/or the application period will be announced through the Oslo Stock
Exchangeâs information system on or before 09:00 hours (CET) on the prevailing
expiration date of the bookbuilding period and/or the application period,
provided, however, that in no event will the bookbuilding period and/or the
application period be shortened to expire prior to 16:30 hours (CET) on 6
February 2020. Any extension of the bookbuilding period and/or the application
period will be announced through the Oslo Stock Exchangeâs information system on
or before 09:00 hours (CET) on the first business day following the then
prevailing expiration date of the bookbuilding period and/or the application
period. An extension of the bookbuilding period and/or the application period
can be made one or several times provided, however, that in no event will the
bookbuilding period and/or the application period be extended beyond 16:30 hours
(CET) on 24 February 2020. In the event of a shortening or an extension of the
bookbuilding period and/or the application period, the allocation date, the
payment due dates and the dates of delivery of Offer Shares will be changed
accordingly, but the date of the listing and commencement of trading on the Oslo
Stock Exchange may not necessarily be changed.
Distribution of BWE Shares by BW Offshore
In order to facilitate the free float of Shares required for the Listing, BW
Offshore will distribute a number of Shares in BW Energy as dividend in kind to
its shareholders (the âBW Offshore Dividend Distributionâ). BW Offshore will
determine the amount of the dividend distribution and the number of Shares to be
distributed (the âDividend Sharesâ) when the final Offer Price has been
determined following the expiry of the bookbuilding period for the Offering. The
value of the Dividend Shares, based on the final Offer Price, is expected to be
approximately USD 100 million. It is expected that the last day the BW Offshore
shares will trade inclusive the right to Dividend Shares will be the last day in
the bookbuilding period for the Offering, which is expected to be on or around
7 February 2020. The BW Offshore Dividend Distribution is conditional upon
satisfaction of the other conditions for completion of the Offering set out
below.
Conditions for the Offering
Completion of the Offering is conditional upon the board of directors of the
Oslo Stock Exchange approving the application for listing in its meeting to be
held on or about 6 February 2020 and the satisfaction of the conditions for
admission to trading set by the Oslo Stock Exchange, which are expected to be
that (a) BW Energy will have in excess of 500 shareholders, each holding Shares
with a value more than NOK 10,000 and (b) the Company satisfying the minimum
free float requirement set by Oslo Børs. Oslo Børs has indicated to the Company
that an exemption from the 25% free float requirement will be granted for a
period of 18 months from the first day of trading, provided that the free float
at the first day of trading is at least 22%.
Completion of the Offering is otherwise conditional upon (i) the Company, in
consultation with the Joint Global Coordinators, resolving to proceed with the
Offering, (ii) the Company, in consultation with the Joint Global Coordinators,
having approved the final Offer Price and the allocation of the Offer Shares to
eligible investors following the bookbuilding process and (iii) BW Offshore
having finally resolved the BW Offshore Dividend Distribution. There can be no
assurance that these conditions will be satisfied. If the conditions are not
satisfied, the Offering may be revoked or suspended by the Company.
Advisors
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as joint
global coordinators and joint bookrunners in the Offering (the âJoint Global
Coordinatorsâ). Arctic Securities AS, Danske Bank, Norwegian Branch, Nordea Bank
Abp filial i Norge and Swedbank AB (publ) (in cooperation with Kepler Cheuvreux)
are acting as co-managers (the âCo-Managersâ, and together with the Joint Global
Coordinators, the âManagersâ).
Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the
Company, whilst Conyers Dill & Pearman Limited is acting as special Bermuda
legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian
legal counsel to the Managers.
* * *
For further information, please contact:
Knut SĂŚthre, CFO BW Energy
+47 91 11 78 76
ir@bwenergy.no
About BW Energy
BW Energy is a growth E&P company with a differentiated strategy targeting
proven offshore oil and gas reservoirs through low risk phased developments. The
Company has access to existing FPSOs to reduce time to first oil and cash-flow
with lower investments than traditional offshore developments. The main assets
are 73.5% of the producing Dussafu Marine Permit offshore Gabon and a 95%
interest in the Maromba field in Brazil, both operated by the Company. Total net
2P+2C reserves are 247 million barrels at the start of 2020 and gross average
production from Dussafu was 11,779 bbl/day in 2019.
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.
Important notice
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.
Kilde
