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BW Ideol AS – NOK 575 million private placement successfully completed
Oslo, 12 March 2021: Reference is made to the stock exchange announcement by BW Offshore Limited (“BW Offshore”) and BW Ideol AS (the “Company” or “BW Ideol”) on 11 March 2021 regarding BW Ideol’s contemplated private placement of new shares in the Company raising up to approximately NOK 500 million in gross proceeds (the “Private Placement”). The Company is pleased to announce that the Private Placement has been successfully placed.
The Private Placement consisted of 10,638,298 new shares (the “New Shares”) at NOK 47 per share (the “Offer Price”) raising gross proceeds of NOK 500 million and an over-allotment of 1,595,745 shares (the “Additional Shares”, and together with the New Shares, the “Offer Shares”), representing 15 percent of the New Shares allocated in the Private Placement, and bringing the gross proceeds raised in the Private Placement to NOK 575 million.
The Private Placement attracted strong interest from leading domestic and international investors, including several specialist renewable energy investors. Kerogen Energy Fund II, L.P. and BW Offshore, through its wholly owned subsidiary BW Offshore Holding Pte. Ltd., pre-subscribed for and were allocated 2,510,638 shares (NOK 118 million) and 2,127,559 shares (NOK 100 million) in the Private Placement, respectively. Furthermore, Noria, a France-based family investment structure focusing on climate preservation and long-term development of renewable energy infrastructure was allocated 2,150,000 shares (NOK 101 million) in the Private Placement.
The Additional Shares will be settled by existing shares borrowed from BW Offshore’s wholly owned subsidiary BW Offshore Holdings Pte. Ltd. (“BW Offshore Holdings”) to the Managers (as defined below) (the "Over-allotment Option"), and which will be redelivered to BW Offshore Holdings upon expiry of the stabilization period described below. The Company has granted Carnegie AS, acting as stabilization manager on behalf of the Managers (the "Stabilization Manager"), an option to subscribe, at a price of NOK 47 per share (which is equal to the Offer Price in the Private Placement), up to a number of new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares (the "Greenshoe Option"). The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised.
The net proceeds from the Private Placement will predominantly be used to fund the development of the project pipeline, working capital requirements and for general corporate purposes.
Notification of allotment of the Offer Shares, including settlement instructions, will be sent to the applicants allocated Offer Shares through a notification from the Managers on 15 March 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 18 March 2021. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement entered into between the Company and the Joint Global Coordinators (as defined below).
Key employees of BW Offshore, members of the board of directors in BW Offshore and members of the board of directors in BW Ideol, including BW Offshore senior management members Marco Beenen, Ståle Andreassen and Rune Bjorbekk, BW Offshore board members Maarten R. Scholten, René Kofod-Olsen and Carl Arnet, and BW Ideol board members Yngvil Eriksson Åsheim and Julian Brown were allocated shares in the Private Placement in accordance with their pre-commitments, for an aggregate amount of approximately NOK 9 million.
The allocation of the Offer Shares has been resolved by the Company's Board of Directors. The completion of the Private Placement by delivery of the Offer Shares is subject to (i) the completion of the sale and purchase agreement entered into by the Company on 16 February 2021 whereby the Company acquires all shares in Ideol S.A. scheduled to take place 15 March 2021 and (ii) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place and the New Shares having been issued in VPS. The Company's shares are expected to commence trading on Euronext Growth Oslo, a multilateral trading facility, on or about 18 March 2021 (the “Listing”).
The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company's shares (the "Shares") on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares. Net profits from stabilization activities, if any, will be to the benefit of BW Offshore Holdings.
BW Ideol in brief
BW Ideol is a leading fully integrated platform in floating offshore wind with more than 10 years of experience from design, execution and development of floating wind projects based on Ideol S.A.'s patented floating offshore wind technology and engineering capabilities. The company has a dual-leg growth strategy as a floater EPCI and maintenance services provider and as a wind-farm project developer and co-owner. BW Ideol has two full-scale offshore floating wind turbines in operation in France and Japan, a significant project pipeline, and is supported by BW Offshore’s extensive experience from developing and operating offshore energy production systems.
Carnegie AS and Nordea Bank Abp, filial i Norge are acting as Joint Managers and Joint Bookrunners (the “Managers”) in connection with the Private Placement and the Listing. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company and Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers. Crux Advisers AS is acting as communication advisor to the Company.
For further information, please contact:
Paul de la Guérivière | CEO, BW Ideol AS | + 33 (0)6 28 07 16 57
Nicolas de Kerangal | Chief Finance & Partnerships Officer BW Ideol AS | +33 (0)7 76 87 70 08
Marco Beenen | CEO, BW Offshore; Chairman, BW Ideol AS | +47 90 40 64 71
Anders S. Platou, Head of Corporate Finance, BW Offshore +47 99 50 47 40
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectusnan in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Una Holmen, Manager IR at BW Offshore, on 12 March 2021 at 20.40 CET.