USD 75 MILLION PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF ANERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange release by BW Energy Limited (the “Company”) on 20 January 2021 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company with gross proceeds of up to USD 75 million. The Company is pleased to announce that the bookbuilding for the Private Placement has been completed, and that the Board of Directors by a subcommittee thereof (the "Board") has resolved to complete the Private Placement and allocate and issue 23,690,000 new shares (the "New Shares") at a subscription price of NOK 27 per share, raising gross proceeds of NOK 639,640,000 (approximately USD 75 million). The Private Placement was substantially over-subscribed.
The following primary insiders were allocated shares in the Private Placement;
- BW Group Limited was allocated 8,322,192 shares and will following completion of the Private Placement hold 90,632,259 shares in the Company, corresponding to approximately 35.13% of the total number of shares in the Company.
- Carl Arnet, CEO of BW Energy, was allocated 243,294 shares and will following completion of the Private Placement hold 2,649,582 shares in the Company, corresponding to approximately 1.03% of the total number of shares in the Company.
- Knut Sæthre, CFO of BW Energy, was allocated 18,518 shares and will following completion of the Private Placement hold 125,991 shares in the Company, corresponding to approximately 0.05% of the total number of shares in the Company.
In order to facilitate timely delivery of shares to subscribers in the Private Placement, delivery of the shares allocated in the Private Placement will be made by delivery of already listed shares in the Company pursuant to a share lending agreement entered into between the Company, the Managers and BW Group Limited.
The share capital increase pertaining to the issuance of the New Shares is resolved by the Board within the Company's current authorised share capital. Following the issuance of the New Shares, the Company will have an issued share capital of USD 2,579,943, divided into 257,994,300 shares, each with a par value of USD 0.01.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the Private Placement is in compliance with these requirements and guidelines. In reaching this conclusion, the Board inter alia emphasized that:
- The Offer Price of NOK 27 is based on the investor interest obtained following pre-sounding of the Private Placement with wall crossed investors and a publicly announced bookbuilding process conducted by two leading investment banks, and the price represent professional investors' view of the market price for the shares of the Company for a share offering of this size. The Offer Price represents a discount of 9.5% and 5.8% to the closing price on 20 January 2021 and volume weighted average share price (“VWAP”) in the 30 days-period ending 20 January 2020, respectively, but a premium of 4.9% to the VWAP in the 60 days-period ending on 20 January 2021.
- The size of the Private Placement implies a limited dilution of the existing shareholders who do not participate in the transaction.
- BW Offshore Limited, which is the Company's largest shareholder and represented at the Company's board of directors, will not be allocated shares in the Private Placement. BW Group Limited pre-committed to subscribe for their pro-rata share of the Private Placement, and was allocated their pro-rata share.
- A share issue in the form of a private placement enables the Company to capitalise on current market conditions. A rights offering implies a longer time line and will also in general imply a significant discount to current market price in order to be underwritten, especially in a volatile market, and a costly underwriting would be required to secure a successful transaction.
- The shares in the Company are liquid, so shares will be available in the market for shareholders whose ownership percentage is diluted by the Private Placement and who do not wish to be diluted.
The Company will consider to carry out a subsequent offering without tradeable subscription rights of up to 2,200,000 new shares in the Company (the "Subsequent Offering") towards existing shareholders in the Company as of 20 January 2021 (as registered in the Norwegian Central Securities Depositary ("VPS") as of 20 January 2021), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether a Subsequent Offering will be carried out will inter alia depend on the development of the Company's shares price following completion of the Private Placement.
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS have acted as Managers in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers in connection with the Private Placement.
For further information, please contact:
Knut R. Sæthre, CFO BW Energy, +47 91 11 78 76
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 FPSOs to reduce time to first oil and cashflow with lower investments than traditional offshore developments. The main assets are 73.5% of the producing Dussafu Marine Permit offshore Gabon and a 95% interest in the Maromba field in Brazil, both operated by the Company. Total net 2P+2C reserves were 247 million barrels at the start of 2021.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.