BW Energy – Launch of Mandatory Offer by BW Group to Acquire All
Shares in BW Energy Limited
BW ENERGY – LAUNCH OF MANDATORY OFFER BY BW GROUP TO ACQUIRE
ALL SHARES IN BW ENERGY LIMITED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL
Oslo, 13 December 2023 - Reference is made to the announcement
made by BW Group Limited ("BW Group" or the "Offeror") on 30
November 2023 regarding BW Group's disclosure of shareholding and
intention to launch a mandatory offer (the "Offer") for all
remaining shares in BW Energy Limited ("BW Energy").
Today, the Oslo Stock Exchange in its capacity as take-over
supervisory authority in Norway has, pursuant to section 6-14 of
the Norwegian Securities Trading Act, reviewed and approved the
offer document for the Offer (the "Offer Document"). The terms and
conditions of the Offer are set out in the Offer Document.
The main terms of the Offer are:
- Offer price: NOK 27.00 in cash per share in BW Energy (the
"Offer Price").
- Offer period: From and including 14 December 2023 to 12 January
2024 at 16:30 CET, subject to extension at the sole discretion of
the Offeror (the "Offer Period"). The Offer Period will in no event
be extended beyond 25 January 2024.
- Settlement: In NOK, no later than two weeks after expiry of the
Offer Period.
- Receiving agent: DNB Markets, a part of DNB Bank ASA.
The Offer may only be accepted on the basis of the Offer
Document, which will be distributed to the shareholders in BW
Energy as registered in Euronext Securities Oslo (the Norwegian
Central Securities Depository, VPS) as of the date of the Offer
Document, except for shareholders in jurisdictions where it may not
be lawfully distributed.
The Offer Document will, subject to regulatory restrictions in
certain jurisdictions, be available at the webpage of the receiving
agent: www.dnb.no/emisjoner
Subject to regulatory restrictions in certain jurisdictions, the
Offer Document may also be obtained free of charge during ordinary
business hours at the offices of the receiving agent, DNB Bank ASA,
Dronning Eufemias gate 30, 0191 Oslo, Norway.
The Offer will not be made in any jurisdiction in which the
making of the Offer would not be in compliance with the laws of
such jurisdiction, and the Offer may not be accepted by
shareholders of BW Energy who cannot legally accept the Offer.
BACKGROUND AND RATIONALE FOR CROSSING THE 40% THRESHOLD AND
MAKING A MANDATORY OFFER
Following completion of the initial public offering and listing
on the Oslo Stock Exchange of BW Energy in February 2020 (the
"IPO"), BW Offshore Limited ("BW Offshore") and BW Group held
38.77% and 35.13%, respectively, of the shares in BW Energy.
Since the IPO of BW Energy, BW Offshore has reduced its
shareholding in the Company inter alia by in-kind dividend
distributions. Due to BW Group holding 49.91% of the shares in BW
Offshore, the distributions from BW Offshore have resulted in BW
Group's ownership in BW Energy increasing to 39.90% on 28 November
2023 (the date of the last receipt of dividend in-kind BW Energy
shares from BW Offshore).
Based on BW Offshore's current dividend policy, which implies
in-kind distributions of BW Energy shares, BW Group expects to
continue receiving such shares on a quarterly basis. If the
mandatory offer obligation is triggered by an in-kind dividend
distribution, then the market price for the shares at the time the
dividend is received would be relevant for determination of the
minimum offer price for the mandatory offer. To procure that the
price to be offered is predictable to BW Group rather than being
subject to the market conditions for BW Energy shares at the time
of the next in-kind dividend distribution by BW Offshore, BW Group
on 29 November 2023 purchased 250,000 BW Energy shares to pass the
40% mandatory offer threshold and to make the Offer on that
basis.
In addition to this primary objective, BW Group is offering
liquidity to BW Energy shareholders who prefer to receive cash now,
and hopes that BW Energy shareholders with a long-term perspective
will continue to support the Company through joint ownership in the
future.
The Offer values the entire issued share capital of BW Energy at
approximately NOK 6.97 billion. The Offer Price is close to the
90-day volume weighted average price (VWAP) of the shares prior to
the release of BW Energy's third quarter 2023 results.
ADVISORS
DNB Markets, a part of DNB Bank ASA is acting as financial
advisor and receiving agent, and Advokatfirmaet Thommessen AS is
acting as legal advisor, to the Offeror.
For further information, please contact:
Sebastien Brochet, Group CFO
BW Group Limited
ea.cfo@bw-group.com
Important notice
The Offer and the distribution of this announcement and other
information in connection with the Offer may be restricted by law
in certain jurisdictions. The Offer Document and related acceptance
forms are not and may not be distributed, forwarded or transmitted
into or within any jurisdiction where prohibited by applicable law,
including, without limitation, Canada, Australia and Japan. The
Offeror does not assume any responsibility in the event there is a
violation by any person of such restrictions. Persons in the United
States should review “Notice to U.S. Holders” below. Persons into
whose possession this announcement or such other information should
come are required to inform themselves about and to observe any
such restrictions.
This announcement is for information purposes only and is not a
tender offer document and, as such, is not intended to and does not
constitute or form any part of an offer or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise. Investors may accept the Offer only on the basis of the
information provided in the Offer Document. Offers will not be made
directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any
tender offer document or registration or other requirements would
apply in addition to those undertaken in Norway.
Shareholders of BW Energy must rely upon their own examination
of the Offer Document. Each shareholder should study the Offer
Document carefully in order to be able to make an informed and
balanced assessment of the Offer and the information that is
discussed and described therein. Shareholders should not construe
the contents of this announcement as legal, tax or accounting
advice, or as information necessarily applicable to each
shareholder. Each shareholder should seek independent advice from
its own financial and legal advisors prior to making a decision to
accept the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are
not listed on a U.S. securities exchange and that the Company is
not subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended (the "U.S. Exchange
Act"), and is not required to, and does not, file any reports with
the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United
States ("U.S. Holders") on the same terms and conditions as those
made to all other holders of Shares of the Company to whom an offer
is made. Any information documents, including the Offer Document,
will be disseminated to U.S. Holders on a basis comparable to the
method that such documents are provided to the Company's other
Shareholders to whom an offer is made. The Offer will be made by
the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and
Regulation 14E under the U.S. Exchange Act as a "Tier I" tender
offer, and otherwise in accordance with the requirements of
Norwegian law. Accordingly, the Offer is subject to disclosure and
other procedural requirements timetable, settlement procedures and
timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange
Act, the Offeror and its affiliates or brokers (acting as agents
for the Offeror or its affiliates, as applicable) may from time to
time, and other than pursuant to the Offer, directly or indirectly,
purchase or arrange to purchase, Shares or any securities that are
convertible into, exchangeable for or exercisable for such Shares
outside the United States during the period in which the Offer
remains open for acceptance, so long as those acquisitions or
arrangements comply with applicable Norwegian law and practice and
the provisions of such exemption. To the extent information about
such purchases or arrangements to purchase is made public in
Norway, such information will be disclosed by means of an English
language press release via an electronically operated information
distribution system in the United States or other means reasonably
calculated to inform U.S. Holders of such information. In addition,
the financial advisors to the Offeror may also engage in ordinary
course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any
state or other jurisdiction in the United States has approved or
disapproved the Offer or reviewed it for its fairness, nor have the
contents of the Offer Document or any other documentation relating
to the Offer been reviewed for accuracy, completeness or fairness
by the SEC or any securities supervisory authority in the United
States. Any representation to the contrary is a criminal offence in
the United States.
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act
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