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, 7 December 2023 - Reference is made to (i) 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"), (ii) the announcement on 14 November
regarding the publication of the Offer Document and commencement of the offer
period under the Offer (the "Offer Period"), (iii) 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, and (iv) the announcement
on 30 November 2023 regarding the end of the Offer Period and final level of
acceptances of the Offer. Definitions used in this stock exchange notice shall
have the same meaning as the definitions used in the Offer Document.
The Offeror hereby announces that Offer has been completed, and that the
settlement of the Offer has been made in accordance with section 5.4.2
(Settlement of the Cash Consideration) and section 5.5.2 (Settlement of the
Consideration Shares). Following the Settlement, and as of today, the Offeror
holds in total 30,000,561 Shares, representing 95.21% of the Shares in BW Ideol.
CASH CONSIDERATION
The Receiving Agent has as of today transferred the relevant cash amount to the
shareholders who has chosen the Cash Alternative. The cash amount has been
transferred to the bank account that was registered in the Norwegian Central
Securities Depositaries as the account for payment of dividends to the relevant
BW Ideol Shareholder. Shareholders who elected the Cash Alternative are expected
to receive the relevant cash amount on their respective bank accounts on or
about 7 December 2023.
CONSIDERATION SHARES
Today, the extraordinary general meeting of the Offeror resolved to issue new
shares to the shareholders who has chosen the Share Alternative by way of such
shareholders contributing existing shares in BW Ideol AS as contribution in kind
on a 1:1 basis. The Receiving Agent has transferred such shareholders' shares in
BW Ideol AS to a securities account in the name of the Offeror, and signed the
subscription form of new shares in the Offeror, on behalf of the shareholders
who accepted the Share Alternative, in accordance with the proxy given to the
Receiving Agent in the Acceptance Forms. The Consideration Shares will be issued
when the share capital increase pertaining to the issuance of the new shares in
the Offeror is registered in the Norwegian Register of Business Enterprises
which is expected to take place on or about 21 December 2023.
COMPULSORY ACQUISITION
As of today the Offeror has to acquired 30,000,561 Shares, representing
approximately 95.21% of the total number of Shares, and the Offeror is
entitled to exercise its right under Section 4-26 of the Norwegian Private
Companies Act to compulsory acquire the remaining BW Ideol Shares. The Offeror
intends to exercise its right of compulsory acquisition pursuant to Section
4-26 of the Norwegian Private Companies Act at an offer price equal to the Cash
Consideration, NOK 12. A separate announcement will be issued when the
compulsory acquisition has been resolved by the board of directors of the
Offeror.
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.
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.