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BW OFFSHORE: RIGHTS ISSUE RESOLVED AND ANNOUNCEMENT OF TERMS OF THE RIGHTS ISSUE

This announcement is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan.
This announcement is not an offer of securities for sale in the United States. The new shares to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States.
 

BW OFFSHORE: RIGHTS ISSUE RESOLVED AND ANNOUNCEMENT OF TERMS OF THE RIGHTS ISSUE

27 June 2016: Reference is made to the stock exchange announcement dated 21 June 2016 in which BW Offshore Limited (the "Company") announced that it has received the required consents from all of its lending banks to implement the long-term financial platform for the Company (the "Plan").

The Board of Directors of the Company has now resolved and set the terms of the fully underwritten USD 100 million rights issue (the "Rights Issue") to be carried out in connection with the Plan.
The key terms for the Rights Issue are set out below:
  • The issued share capital of the Company will be increased by USD 85,598,100 through the issue of 8,559,810,000 new common shares of USD 0.01 each (the "Offer Shares").
  • The subscription price is set at NOK 0.10 per Offer Share (the "Subscription Price"), representing a discount of approximately 30.1% to the theoretical price for the shares of the Company following the Rights Issue (TERP) calculated on the basis of the Company's closing share price of NOK 0.68 on 24 June 2016.
  • The Rights Issue will result in gross proceeds to the Company of NOK 855,981,000 (USD 100 million).
  • The shareholders of the Company as of 28 June 2016 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") on 30 June 2016 (the "Record Date")) (the "Existing Shareholders"), will be granted transferable subscription rights (the "Subscription Rights") in the Rights Issue that, subject to certain limitations based on applicable laws and regulations, provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
  • Provided that the delivery of traded shares is made with ordinary T+2 settlement in the VPS, shares that were acquired until and including 28 June 2016 will give the right to receive Subscription Rights, whereas shares that are acquired from and including 29 June 2016 will not give the right to receive Subscription Rights.
  • Each Existing Shareholder will be granted 12.48664 Subscription Rights for every existing share in the Company registered as held by such Existing Shareholder on the Record Date. The number of Subscription Rights granted to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to certain limitations based on applicable laws and regulations, give the right to subscribe for, and be allocated, one Offer Share in the Rights Issue. Over-subscription and subscription without Subscription Rights will be permitted. Subscription Rights will not be issued in respect of any existing shares held in treasury by the Company.
  • The subscription period in the Rights Issue will commence at 09:00 hours (CET) on 1 July 2016 and end at 16:30 hours (CET) on 15 July 2016.
  • The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CET) on 1 July 2016 to 16:30 hours (CET) on 13 July 2016 under the ticker code "BWO T".
  • The Subscription Rights will have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. The Offer Shares, when issued, will represent 92.6% of the total number of the then issued shares in the Company. Existing Shareholders who do not use their Subscription Rights will accordingly experience a significant dilution of their shareholding in the Company.
  • Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 13 July 2016 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder.

The timetable set out below provides certain expected indicative key dates for the Rights Issue:

Last day of trading in the Shares including Subscription Rights 28 June 2016
First day of trading in the Shares excluding Subscription Rights 29 June 2016
Record Date 30 June 2016
Publication of the prospectus 1 July 2016
Subscription Period commences 1 July 2016
Trading in Subscription Rights commences 1 July 2016
Trading in Subscription Rights ends 13 July 2016 at 16:30 hours (CET)
Subscription Period ends 15 July 2016 at 16:30 hours (CET)
Allocation of the Offer Shares On or about 18 July 2016
Distribution of allocation letters On or about 18 July 2016
Payment Date On or about 20 July 2016
Delivery of the Offer Shares On or about 22 July 2016
Listing and commencement of trading in the Offer Shares On or about 22 July 2016

BW Group Limited, funds and accounts managed by Fidelity and the Company's CEO Carl K. Arnet and his close relatives, have undertaken to subscribe for Offer Shares for their pro rata shares of the Rights Issue based on their respective shareholding in the Company (60.4% in total of the Rights Issue). The remaining part of the Rights Issue, i.e. the Offer Shares for which the pre-committing shareholders have not undertaken to subscribe, is, subject to customary terms and conditions, underwritten by an underwriting syndicate.
Further details of the terms of the Rights Issue will be included in the prospectus to be prepared in the connection with the Rights Issue, which is expected to the published on 1 July 2016.

For further information, please contact:

Knut R. Sæthre, Chief Financial Officer, +47 911 17 876

About BW Offshore:

BW Offshore is a leading global provider of floating production services to the oil and gas industry. BW Offshore has a fleet of 14 owned FPSOs and one FSO represented in all major oil & gas regions world-wide. The company also operates two additional FPSOs. BW Offshore has a long track record on project execution and operations. In more than 30 years of production, BW Offshore has executed 38 FPSO and FSO projects. The company is listed on the Oslo Stock Exchange.

Further information is available on www.bwoffshore.com.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

IMORTANT INFORMATION:

This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of BW Offshore Limited. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of BW Offshore Limited referred to in this announcement should be based exclusively on the prospectus published by BW Offshore Limited for such purpose.

This announcement and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or publications with a general circulation in the United States. This announcement does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The new shares referred to herein have not been and will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the new shares in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth entities, and other persons to whom it 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").

The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of BW Offshore Limited and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. BW Offshore Limited assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.