NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
BW Group Limited (“BW Group”) has on 29 November 2023, purchased 250,000 shares in BW Energy Limited (“BW Energy” or the “Company”) at a price of NOK 23.7717 per share pursuant to an all or nothing order placed with a bank. The highest price paid by the bank to fill the order was NOK 24.00. Following this, BW Group holds 103,202,470 shares in the Company, representing 40% of the total shares outstanding and voting rights.
As a result of the transaction, BW Group has an obligation either to reduce its shareholding or to make a mandatory offer to purchase the remaining shares in BW Energy under Chapter 6 of the Norwegian Securities Trading Act (the “STA”). BW Group intends to make a mandatory offer within the four-weeks period set out in the STA.
BACKGROUND AND RATIONALE FOR CROSSING THE 40% THRESHOLD AND MAKING A MANDATORY OFFER:
Following completion of the initial public offering and listing on the Oslo Stock Exchange of BW Energy in February 2020 (the “IPO”), BW Offshore Limited (“BW Offshore”) and BW Group held 38.77% and 35.13%, respectively, of the shares in BW Energy.
Since the IPO, BW Offshore has reduced its shareholding inter alia by in-kind dividend distributions, resulting in BW Group, being a 49.9% shareholder of BW Offshore, increasing its shareholding in BW Energy to 39.90% per 28 November 2023.
As a major shareholder in BW Offshore, BW Group supports BW Offshore’s dividend policy, including its distribution of BW Energy shares as in-kind dividend. In order to facilitate BW Offshore’s continued in-kind dividend distributions, and for the mandatory offer obligation of BW Group under the STA to be triggered at a price predictable to BW Group, BW Group resolved to acquire BW Energy shares in the market to pass the 40% mandatory offer threshold following receipt of BW Energy shares as in-kind dividend from BW Offshore on 28 November 2023.
BW Group is represented on the board of directors of BW Energy by Andreas Sohmen-Pao, the chairman in BW Energy, and this notification is provided in accordance with Sections 4-2 and 6-8 of the STA.
For further information, please contact:
Sebastien Brochet, Group CFO