Reference is made to the mandatory offer by BW Group Limited (the “Offeror“) to acquire all outstanding shares (“Shares“) in BW Energy Limited (“BW Energy” or the “Company“) not already owned by the Offeror at an offer price of NOK 27.00 per share pursuant to the offer document (the “Offer Document“) dated 13 December 2023 (the “Offer”), and to the announcement dated 14 January 2024 of the preliminary results of the Offer following the expiry of the offer period (the “Offer Period“) on 12 January 2024 at 16:30 (CET).
The Offer was accepted for a total of 30,589,179 Shares, which, taken together with the 103,202,470 Shares held by the Offeror at commencement of the Offer Period, equals 133,791,649 Shares, representing approximately 51.86 % of the issued share capital and voting rights in the Company.
Settlement of the Offer will be made pursuant to the terms of the Offer Document and will take place no later than 26 January 2024, being fourteen (14) calendar days after the date of expiry of the Offer Period.
For further information on the Offer, refer to the Offer Document which, subject to regulatory restrictions in certain jurisdictions, is available at the website of the receiving agent, DNB Markets: https://www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner/bw-forside
Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, DNB Bank ASA, Dronning Eufemias gate 30, 0191 Oslo, Norway.
DNB Markets, a part of DNB Bank ASA is acting as financial advisor and receiving agent, and Advokatfirmaet Thommessen AS is acting as legal advisor, to the Offeror.
For further information, please contact:
Sebastien Brochet, Group CFO
BW Group Limited
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. 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 announcement is for information purposes only and is not a tender offer document and, as such, is not intended to and does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Shareholders of BW Energy must rely upon their own examination of the Offer Document. Each shareholder should study the Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described therein. Shareholders should not construe the contents of this announcement as legal, tax or accounting advice, or as information necessarily applicable to each shareholder. Each shareholder should seek independent advice from its own financial and legal advisors prior to making a decision to accept the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer will be made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier I” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in the United States.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.