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, 7 December 2023 – Reference is made to (i) the announcement made by BW Sirocco Holdings AS (the “Offeror) on 9 November 2023 regarding a recommended voluntary offer to acquire all the issued and outstanding shares (the “Shares“) in BW Ideol AS (“BW Ideol” or the “Company“), not already held by the Initiating Shareholders (as defined in the Offer Document), at an offer price of NOK 12 per Share (the “Offer Price“), to be settled in cash or shares in the Offeror (the “Offer“), as further described in the combined offer document and national prospectus (the “Offer Document“), (ii) the announcement on 14 November regarding the publication of the Offer Document and commencement of the offer period under the Offer (the “Offer Period“), (iii) the announcement on 28 November 2023 regarding the extension of the Offer Period and that the Offeror had received binding acceptances in excess of 90% of the Shares and that the condition for minimum acceptances had been fulfilled, and (iv) the announcement on 30 November 2023 regarding the end of the Offer Period and final level of acceptances of the Offer. Definitions used in this stock exchange notice shall have the same meaning as the definitions used in the Offer Document.
The Offeror hereby announces that Offer has been completed, and that the settlement of the Offer has been made in accordance with section 5.4.2 (Settlement of the Cash Consideration) and section 5.5.2 (Settlement of the Consideration Shares). Following the Settlement, and as of today, the Offeror holds in total 30,000,561 Shares, representing 95.21% of the Shares in BW Ideol.
CASH CONSIDERATION
The Receiving Agent has as of today transferred the relevant cash amount to the shareholders who has chosen the Cash Alternative. The cash amount has been transferred to the bank account that was registered in the Norwegian Central Securities Depositaries as the account for payment of dividends to the relevant BW Ideol Shareholder. Shareholders who elected the Cash Alternative are expected to receive the relevant cash amount on their respective bank accounts on or about 7 December 2023.
CONSIDERATION SHARES
Today, the extraordinary general meeting of the Offeror resolved to issue new shares to the shareholders who has chosen the Share Alternative by way of such shareholders contributing existing shares in BW Ideol AS as contribution in kind on a 1:1 basis. The Receiving Agent has transferred such shareholders’ shares in BW Ideol AS to a securities account in the name of the Offeror, and signed the subscription form of new shares in the Offeror, on behalf of the shareholders who accepted the Share Alternative, in accordance with the proxy given to the Receiving Agent in the Acceptance Forms. The Consideration Shares will be issued when the share capital increase pertaining to the issuance of the new shares in the Offeror is registered in the Norwegian Register of Business Enterprises which is expected to take place on or about 21 December 2023.
COMPULSORY ACQUISITION
As of today the Offeror has to acquired 30,000,561 Shares, representing approximately 95.21% of the total number of Shares, and the Offeror is entitled to exercise its right under Section 4-26 of the Norwegian Private Companies Act to compulsory acquire the remaining BW Ideol Shares. The Offeror intends to exercise its right of compulsory acquisition pursuant to Section 4-26 of the Norwegian Private Companies Act at an offer price equal to the Cash Consideration, NOK 12. A separate announcement will be issued when the compulsory acquisition has been resolved by the board of directors of the Offeror.
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.
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
BW Sirocco Holdings AS
Anders S. Platou (Chief Strategy Officer BW Offshore Limited)
+47 99 71 86 55
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
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 People’s 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 “U.S. Securities Act”), 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 “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) 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 “relevant persons”). 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 “Prospectus Regulation”) (each, a “Relevant Member State”) 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 “US Securities Act”). 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.
