NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER
MEASURES
Oslo, 30 November 2023 - Reference is made to the announcement made by BW
Sirocco Holdings AS (the "Offeror) on 9 November 2023 regarding a recommended
voluntary offer to acquire all the issued and outstanding shares (the "Shares")
in BW Ideol AS ("BW Ideol" or the "Company"), not already held by the Initiating
Shareholders (as defined in the Offer Document), at an offer price of NOK 12 per
Share (the "Offer Price"), to be settled in cash or shares in the Offeror (the
"Offer"), as further described in the combined offer document and national
prospectus (the "Offer Document"), the announcement on 14 November regarding the
publication of the Offer Document and commencement of the offer period for the
Offer (the "Offer Period") and the announcement on 28 November 2023 regarding
the extension of the Offer Period and that the Offeror had received binding
acceptances in excess of 90% of the Shares and that the condition for minimum
acceptances had been fulfilled.
The Offer Period expired at 16:30 hours (CET) on 30 November 2023. Accordingly,
the Offer is no longer open for acceptances, and any acceptance received after
16:30 (CET) on 30 November 2023 will be rejected.
FINAL LEVEL OF ACCEPTANCES
As at the expiry of the Offer Period, the Offeror has agreed to acquire, subject
to final verification of acceptances, 30,000,561 Shares, representing
approximately 95.21% of the total number of Shares, which for the avoidance of
doubt includes the Shares to be acquired from the Initiating Shareholders,
pursuant to the contribution agreements the Offeror has entered into with the
Initiating Shareholders.
SETTLEMENT
Subject to the conditions for completion of the Offer, the settlement of the
Offer will take place within 10 business days following the expiry of the Offer
Period for the cash consideration, and is expected to be on or around 7 December
2023.
Settlement of the share consideration will take place as soon as practically
possible following registration with the Norwegian Register of Business
Enterprises of the capital increase in the Offeror pertaining to the issuance of
the consideration shares.
COMPULSORY ACQUISITION
Following settlement of the Offer, and as further described in section 5.2.14
(Compulsory Acquisition of BW Ideol Shares) of the Offer Document, the Offeror
intends to carry out a Compulsory Acquisition of the remaining BW Ideol Shares
pursuant to Section 4-26 of the Norwegian Private Companies Act against a price
equal to the cash consideration, and the Offeror will propose that the general
meeting of the Company resolved that the Company shall apply to Oslo Børs for
the delisting of the Shares from Euronext Growth Oslo.
ADVISORS
Danske Bank, Norwegian Branch, is acting as financial advisor to the Offeror and
receiving agent for the Offer. Advokatfirmaet Thommessen AS is acting as legal
advisor to the Offeror.
Carnegie AS is acting as financial advisor to the board of directors of the
Company.
For further information, please contact:
BW Ideol AS
Nicolas de Kerangal (Chief Financial & Partnerships Officer)
+33 (0) 7 76 87 70 08 / ir@bw-ideol.com (mailto:ir@bw-ideol.com)
BW Sirocco Holdings AS
Anders S. Platou (Chief Strategy Officer BW Offshore Limited)
+47 99 71 86 55
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States. The
Offer or Consideration Shares referred to in this release have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available. The information contained in this announcement
is for informational purposes only and does not purport to be full or complete.
The Offeror does not intend to conduct a public offering in the United States
and is relying on exemptions from registration. The Offer will be made to
shareholders in the United States in compliance with applicable U.S. securities
laws and regulations, including Section 14(e) and Regulation 14E under the U.S.
Securities Exchange Act of 1934, as amended. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc") of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). This announcement is 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.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area which has implemented the
Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation")
(each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Regulation, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of securities. Accordingly,
any person making or intending to make any offer in that Relevant Member State
of securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the Offeror, the
Company nor any of the advisors have authorised, nor do they authorise, the
making of any offer of the securities through any financial intermediary, other
than offers made by the Offeror which constitute the final placement of the
securities contemplated in this announcement. Neither the Offeror, the Company
nor any of the advisors have authorised, nor do they authorise, the making of
any offer of securities in circumstances in which an obligation arises to
publish or supplement a prospectus for such offer.
This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer or
the future plans and objectives of the Offeror or the Company are forward-
looking statements that involve risk and uncertainties. There can be no
assurances that such statements will prove to be accurate and actual results
could differ materially from those anticipated in such statements.
Neither the Offeror, the Company nor any of their advisors and/or any of their
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person(s) accept any responsibility or liability whatsoever
for, or make any representation or warranty, express or implied, as to the
accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating the Offer, the Offeror or the
Company.
The issue, subscription or purchase of shares in the Offeror is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Offeror, the Company nor their advisors assume any responsibility in the event
there is a violation by any person of such restrictions.
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into United States, Canada, Australia, New Zealand, Hong
Kong, Japan or any other jurisdiction in which the distribution or release would
be unlawful. This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or form part of any offer to
sell or purchase, or solicitation to purchase or subscribe for any securities,
in the United States or in any other jurisdiction. The securities mentioned
herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "US Securities Act"). The securities may
not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the US Securities Act. The Offeror does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or
sent into Australia, Canada, Japan or the United States.