NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
BW ENERGY LIMITED: UPDATE ON THE BW ENERGY IPO PROCESS
6 February 2020
Reference is made to the announcements by BW Energy Limited («BW Energy» or the «Company», OSE ticker code "BWE") and BW Offshore Limited ("BW Offshore", OSE ticker code "BWO") on 29 January 2020 regarding the initial public offering of the shares in BW Energy (the «IPO», the «Offering») and the listing of the BW Energy shares on the Oslo Stock Exchange (the "Listing") and 30 January 2020 regarding the commencement of the bookbuilding and application period for the Offering.
Since 29 January 2020, the Company’s management has carried out an extensive roadshow and has met with a large number of institutional investors globally. The Offering period has coincided with significant volatility in the wider financial markets and downward movements in the oil price. Consequently, the Company has decided to extend the bookbuilding and application periods in the Offering to Friday 14 February 2020 (as set out in further detail below).
Carl Arnet, CEO of BW Energy says: «Following our announcement to commence the bookbuilding and application period in our IPO, global financial markets have witnessed significant volatility on the back of the outbreak of the Coronavirus. We have through this period received significant investor attention and met with a large number of investors that have provided strong support for our strategy, equity story and asset base. We have therefore decided to extend the bookbuilding and application period in our IPO to allow more time for investors to make their investment decision in hopefully more stable financial markets than what has been witnessed in the recent week».
The bookbuilding period in the institutional tranche of the Offering (the "Institutional Offering") will now expire at 14:00 hours (CET) on Friday 14 February 2020 (the "Bookbuilding Period"), and the application period in the retail tranche of the Offering (the "Retail Offering") will expire at 12:00 hours (CET) on Friday 14 February 2020 (the "Application Period"). The allocation of shares and publication of the results of the Offering are expected to take place on 14 February 2020, and the issuance of allocation notes and contract notes is expected to take place on 17 February 2020. The payment date in the Retail Offering is expected to be 18 February 2020, and the accounts from which payment will be debited in the Retail Offering should therefore be sufficiently funded on 17 February 2020. The payment date in the Institutional Offering is expected to be 19 February 2020. The shares issued in the Institutional Offering and Retail Offering are expected to be delivered on or about 19 February 2020. BW Energy, in consultation with the Joint Global Coordinators, may shorten or extend the Bookbuilding Period and the Application Period and the related dates.
The first day of listing and commencement of trading in the shares in the Company on the Oslo Stock Exchange is expected to be on 18 February 2020.
As announced on 29 January 2020, BW Offshore will distribute shares in BW Energy ("Dividend Shares") in connection with the Offering in order to facilitate the free float required for the Listing (the "BW Offshore Dividend Distribution"). The dates relating to the BW Offshore Dividend Distribution will be moved in response to the extension of the Bookbuilding Period and the Application Period:
- Type of dividend: Shares in BW Energy, which will be delivered to the VPS account(s) on which the respective eligible BW Offshore shareholders hold their shares in BW Offshore.
- Dividend amount: To be announced on or around 14 February 2020.
- Number of Dividend Shares to be distributed: To be announced on or around 14 February 2020.
- Last day of trading including rights: 14 February 2020.
- Ex-date: from and including 17 February 2020.
- Record date: 18 February 2020.
- Delivery of Dividend Shares: 19 February 2020.
The dates relating to the BW Offshore Dividend Distribution are subject to any further changes in the Bookbuilding Period and Application Period in the IPO, and the BW Offshore Dividend Distribution in contingent upon the completion of the Offering.
The prospectus prepared in connection with the IPO and the Listing is, subject to regulatory restrictions in certain jurisdictions, available at www.bwenergy.no, www.dnb.no/emisjoner, www.paretosec.com/transactions, www.arctic.com/secno/en/offerings, www.danskebank.no/bwe and www.swedbank.no.
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 "Joint Global Coordinators"). 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 "Co-Managers", and together with the Joint Global Coordinators, the "Managers").
Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Company and 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 Sæthre, CFO BW Energy, +47 91 11 78 76, email@example.com
Ståle Andreassen, CFO BW Offshore, +65 97 27 86 47
Anders S. Platou, Head of Corporate Finance BW Offshore, +47 99 50 47 40
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.
About BW Offshore
BW Offshore is a leading provider of floating production services to the oil and gas industry. The company also participates in developing proven offshore hydrocarbon reservoirs. BW Offshore is represented in all major oil and gas regions world-wide with a fleet of 15 owned FPSOs. The company has more than 30 years of production track record, having executed 40 FPSO and FSO projects. BW Offshore is listed on the Oslo Stock Exchange.
Not for distribution in or into the United States, Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China or Japan.
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 "U.S. Securities Act"). 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 "qualified institutional buyers" 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 "EU Prospectus Regulation" 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 "Order") 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 "Relevant Persons"). 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 Company's shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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.