Expiry of acceptance period in squeeze-out - preliminary results and plan of settlement
Expiry of acceptance period in squeeze-out -
preliminary results and plan of settlement
NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA, SOUTH
AFRICA, CANADA, AUSTRALIA OR JAPAN
12 November 2010 - Reference is made to the
announcement made by BW Offshore Limited ("BW
Offshore") on 29 October 2010, regarding the
acquisition by BW Offshore of all the shares in the
issued share capital of Prosafe Production Public
Limited ("Prosafe Production") not already owned,
directly or indirectly, by BW Offshore (the "Squeeze-
Out"), and the document containing equivalent
information as a prospectus in relation to the
Squeeze-Out (the "Squeeze-Out Document") dated 29
October 2010.
As described in the Squeeze-Out Document, the
acceptance period for choosing to receive a
consideration of 1.2 shares in BW Offshore plus NOK 3
in cash for each share held in Prosafe Production,
rather than a consideration of NOK 15.11 in cash,
expired today, 12 November 2010, at 17:30 hours
(CET). All shareholders in Prosafe Production who
have not submitted a combined consideration
acceptance form in accordance with the procedures
specified in the Squeeze-Out Document by this
deadline are deemed to have chosen the consideration
of NOK 15.11 in cash for each share held in Prosafe
Production.
By the expiry of the acceptance period, preliminary
results showed that combined consideration acceptance
forms have been received for a total of approximately
12.6 million shares (corresponding to approximately
4.9 % of the total number of shares) in Prosafe
Production, which implies that approximately 15.1
million new BW Offshore shares will be issued as
consideration in the settlement of the Squeeze-Out.
Settlement of the Squeeze-Out is expected to be
carried out according to the following indicative
timetable:
- 15 November 2010: Suspension of trading in
the Prosafe Production share.
- 18 November 2010: Transfer of Prosafe
Production shares to settlement agent from
shareholders in Prosafe Production who have chosen
the combined consideration.
- 22 November 2010: Delivery of new shares in
BW Offshore to shareholders in Prosafe Production who
have chosen the combined consideration.
- 22 November 2010: Transfer of Prosafe
Production shares to settlement agent from
shareholders in Prosafe Production who have not
chosen the combined consideration.
- 23 November 2010: Payment of cash component
of combined consideration to shareholders in Prosafe
Production with registered bank accounts in the VPS
who have chosen the combined consideration.
- 24 November 2010: Payment of cash
consideration to shareholders in Prosafe Production
who have not chosen the combined consideration.
Shareholders in Prosafe Production should note that
no trading in the Prosafe Production share will be
permitted as of 15 November 2010.
For further information, please contact:
Carl K. Arnet, CEO, +65 9630 3290
Knut R. Sæthre, CFO, +47 9111 7876
This information is subject to the disclosure
requirements pursuant to Section 5-12 of the
Norwegian Securities Trading Act.
This announcement is not an offer for sale of any
securities in the United States. Securities may not
be offered or sold in the United States absent
registration or an exemption from registration under
the U.S. Securities Act. BW Offshore has not
registered and does not intend to register any
portion of any offering of shares in the United
States or to conduct a public offering of any
securities in the United States.