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.
UPDATED INFORMATION RELATING TO CONTEMPLATED DIVIDEND PAYMENT
14 February 2020
Reference is made to the announcements on 29 January 2020, whereby BW Offshore Limited ("BW Offshore", OSE ticker "BWO") and BW Energy Limited ("BW Energy", OSE ticker code "BWE") announced the launch of the initial public offering of BW Energy's shares (the "IPO" or the "Offering") and the subsequent listing of the shares in BW Energy on the Oslo Stock Exchange (the "Listing") and on 4 February setting out information regarding BW Offshore's contemplated dividend payment.
In order to facilitate the free float of Shares required for the Listing, BW Offshore will, as announced, distribute a number of shares in BW Energy as dividend in kind to its shareholders (the "BW Offshore Dividend Distribution"). In connection with the extension of the bookbuilding and application period in the IPO and as described in the supplemental prospectus published by BW Energy on 14 February 2020, certain key information in relation to the BW Offshore Dividend Distribution has also been adjusted. Below is updated key information regarding the BW Offshore Dividend Distribution and expected dates (subject to changes):
- Type of dividend: Shares in BW Energy, which will be delivered to the VPS account on which the respective eligible BW Offshore shareholders hold their shares in BW Offshore.
- Dividend amount: To be announced on 17 February or before the market opens on 18 February 2020.
- Number of shares to be distributed: To be announced on 17 February or before the market opens on 18 February 2020. It is expected that the total value of the dividend distribution will be in the range of USD 65 million (equivalent to approximately 24.4 million shares in BW Energy at the IPO offer price) to USD 100 million (equivalent to approximately 37.5 million shares in BW Energy at the IPO offer price).
- Last day of trading including rights: 17 February 2020
- Ex-date: 18 February 2020
- Record date: 19 February 2020
- Delivery of Dividend Shares: 20 February 2020
BW Offshore will determine the amount of the dividend distribution and the number of shares to be distributed (the "Dividend Shares") upon allocation of the offer shares in the IPO (expected to be on 17 February 2020).
The BW Offshore Dividend Distribution is conditional upon satisfaction of the conditions for completion of the IPO set out in BW Offshore's announcement on 29 January 2020. BW Energy has reserved the right to shorten or extend the bookbuilding period in the institutional tranche of the Offering (the "Bookbuilding Period") and/or the application period in the retail tranche of the Offering (the "Application Period"). In the event of a shortening or an extension of the Bookbuilding Period and/or the Application Period, the above dates relating to the BW Offshore Dividend Distribution may be changed accordingly. However, the Listing and commencement of trading in the Dividend Shares on the Oslo Stock Exchange may not necessarily be changed.
This information is published in accordance with the requirements of the continuing obligations of companies listed on the Oslo Stock Exchange.
This information is subject to the disclosure requirements pursuant in section 5-12 of the Norwegian Securities Trading Act.
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For further information, please contact:
Ståle Andreassen, CFO, +65 97 27 86 47
Anders S. Platou, Head of Corporate Finance, +47 99 50 47 40
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.