BW ENERGY – LAUNCH OF MANDATORY OFFER BY BW GROUP TO ACQUIRE ALL SHARES IN BW ENERGY LIMITED
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 DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 13 December 2023 - Reference is made to the announcement made by BW Group Limited ("BW Group" or the "Offeror") on 30 November 2023 regarding BW Group's disclosure of shareholding and intention to launch a mandatory offer (the "Offer") for all remaining shares in BW Energy Limited ("BW Energy").
Today, the Oslo Stock Exchange in its capacity as take-over supervisory authority in Norway has, pursuant to section 6-14 of the Norwegian Securities Trading Act, reviewed and approved the offer document for the Offer (the "Offer Document"). The terms and conditions of the Offer are set out in the Offer Document.
The main terms of the Offer are:
- Offer price: NOK 27.00 in cash per share in BW Energy (the "Offer Price").
- Offer period: From and including 14 December 2023 to 12 January 2024 at 16:30 CET, subject to extension at the sole discretion of the Offeror (the "Offer Period"). The Offer Period will in no event be extended beyond 25 January 2024.
- Settlement: In NOK, no later than two weeks after expiry of the Offer Period.
- Receiving agent: DNB Markets, a part of DNB Bank ASA.
The Offer may only be accepted on the basis of the Offer Document, which will be distributed to the shareholders in BW Energy as registered in Euronext Securities Oslo (the Norwegian Central Securities Depository, VPS) as of the date of the Offer Document, except for shareholders in jurisdictions where it may not be lawfully distributed.
The Offer Document will, subject to regulatory restrictions in certain jurisdictions, be available at the webpage of the receiving agent: www.dnb.no/emisjoner
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.
The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction, and the Offer may not be accepted by shareholders of BW Energy who cannot legally accept the Offer.
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 of BW Energy, BW Offshore has reduced its shareholding in the Company inter alia by in-kind dividend distributions. Due to BW Group holding 49.91% of the shares in BW Offshore, the distributions from BW Offshore have resulted in BW Group's ownership in BW Energy increasing to 39.90% on 28 November 2023 (the date of the last receipt of dividend in-kind BW Energy shares from BW Offshore).
Based on BW Offshore's current dividend policy, which implies in-kind distributions of BW Energy shares, BW Group expects to continue receiving such shares on a quarterly basis. If the mandatory offer obligation is triggered by an in-kind dividend distribution, then the market price for the shares at the time the dividend is received would be relevant for determination of the minimum offer price for the mandatory offer. To procure that the price to be offered is predictable to BW Group rather than being subject to the market conditions for BW Energy shares at the time of the next in-kind dividend distribution by BW Offshore, BW Group on 29 November 2023 purchased 250,000 BW Energy shares to pass the 40% mandatory offer threshold and to make the Offer on that basis.
In addition to this primary objective, BW Group is offering liquidity to BW Energy shareholders who prefer to receive cash now, and hopes that BW Energy shareholders with a long-term perspective will continue to support the Company through joint ownership in the future.
The Offer values the entire issued share capital of BW Energy at approximately NOK 6.97 billion. The Offer Price is close to the 90-day volume weighted average price (VWAP) of the shares prior to the release of BW Energy's third quarter 2023 results.
ADVISORS
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
ea.cfo@bw-group.com
Important notice
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 the Norwegian Securities Trading Act
