BW Energy: Reminder of expiry of the offer period for the mandatory
offer to acquire all shares in bw energy limited
Reminder of expiry of the offer period for the mandatory
offer to acquire all shares in bw energy limited
Reference is made to the mandatory offer by BW Group Limited
(the "Offeror") to acquire all outstanding shares ("Shares") in BW
Energy Limited ("BW Energy" or the "Company") not already owned by
the Offeror at an offer price of NOK 27.00 per share pursuant to
the offer document (the "Offer Document") dated 13 December 2023
(the "Offer").
The offer period in the Offer (the "Offer Period") will expire
tomorrow, 12 January 2024, at 16:30 (CET).
Shareholders who want to accept the Offer, and have not already
done so, must complete and return the acceptance form which is
included in in the Offer Document, prior to the expiry of the Offer
Period at 16:30 (CET) on 12 January 2024 and in accordance with the
procedures outlined in the Offer Document. There will be no
extension of the Offer Period.
The Offer is only capable of being accepted pursuant to the
Offer Document, and the complete terms and conditions for the Offer
are included in the Offer Document. The Offer Document is, subject
to regulatory restrictions in certain jurisdictions, available at
the following webpage:
https://www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner/bw-forside
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.
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.
About BW Energy:
BW Energy is a growth E&P company with a differentiated
strategy targeting proven offshore oil and gas reservoirs through
low risk phased developments. The Company has access to existing
production facilities to reduce time to first oil and cashflow with
lower investments than traditional offshore developments. The
Company's assets are 73.5% of the producing Dussafu Marine licence
offshore Gabon, 100% interest in the Golfinho and Camarupim fields,
a 76.5% interest in the BM-ES-23 block in, a 95% interest in the
Maromba field in Brazil and a 95%interest in the Kudu field in
Namibia, all operated by BW Energy. Total net 2P+2C reserves and
resources were 546 million barrels of oil equivalents at the start
of 2023, when including the Golfinho Clusters.
This information is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading
Act.
BW Energy (TG:6BW)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
BW Energy (TG:6BW)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024