Published

BW OFFSHORE: APPROVAL AND PUBLICATION OF PROSPECTUS AND SUBSCRIPTION PERIOD COMMENCES

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: APPROVAL AND PUBLICATION OF PROSPECTUS AND SUBSCRIPTION PERIOD COMMENCES

1 July 2016: Reference is made to the stock exchange announcement dated 27 June 2016 in which BW Offshore Limited (the "Company") announced that it had resolved to carry out and set the terms of the fully underwritten rights issue (the "Rights Issue") of 8,559,810,000 new common shares of USD 0.01 each (the "Offer Shares") at a subscription price of NOK 0.10 per Offer Share (the "Subscription Price"), to be carried out in connection with the implementation of the long-term financial platform for the Company (the "Plan").

The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) has now approved the Company's prospectus dated 30 June 2016 prepared in connection with the Rights Issue (the "Prospectus").

Eligibility:
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. For a description of restrictions in respect of who may be allocated or permitted to acquire or exercise Subscription Rights, reference is made to Section 19 "Selling and transfer restrictions" and Section 18.9 "Subscription Rights" in the Prospectus.

Subscription period:
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 Period").

Subscription Rights:
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". 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 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 Price:
NOK 0.10 per Offer Share.

Pre-commitment and underwriting:
BW Group Limited, funds and accounts managed by Fidelity and the Company's Chief Executive Officer 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. Pursuant to the underwriting agreement, the underwriting syndicate will upon completion of the Rights Issue receive an underwriting commission equal to 1.75% of the total underwritten amount (to be allocated between the underwriters based on their respective portions of the total underwritten amount). Likewise, the pre-committing shareholders will receive a pre-commitment fee equal to 1.75% of their respective pre-committed amount.

The underwriters' obligations to subscribe to and pay for the Offer Shares allocated to them in accordance with the underwriting agreement are conditional upon the following conditions: (i) the pre-committing shareholders having subscribed for at least 60.3902% of the Rights Issue before the expiry of the Subscription Period, (ii) binding commitments from the relevant banks, other financial institutions and bondholder meetings regarding the amendments to the Company's credit facilities and bond loans as part of the Plan and (iii) certain other customary conditions.

For a description of the underwriting and the underwriting agreement, including the conditions and termination rights to which the underwriting is subject, reference is made to Section 18.20 "The Underwriting" in the Prospectus.

Subscription:
Subscriptions for Offer Shares must be made by submitting a correctly completed subscription form to one of the subscription offices as set out in the Prospectus by 16:30 hours (CET) on 15 July 2016, or may, for subscribers who are residents of Norway with a Norwegian personal identification number, be made through VPS online subscription system within the same time.

Over-subscription and subscription without Subscription Rights will be permitted.

Financial Intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Listing and commencement of trading in the Offer Shares:

It is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 22 July 2016. The Offer Shares will be listed on the Oslo Stock Exchange as soon as the Offer Shares have been registered in the VPS. This is expected to take place on or about 22 July 2016.

The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.danskebank.no/bwo, www.dnb.no/emisjoner, www.nordea.no/bwo, www.paretosec.com, www.seb.no and www.swedbank.no from today, 1 July 2016. Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company or one of subscription offices as set out in the Prospectus.

An information letter that includes information about where the Prospectus will be available, the number of Subscription Rights allocated to the Existing Shareholder and certain other matters relating to the shareholding will, subject to regulatory restrictions in certain jurisdictions, be distributed to all Existing Shareholders on or about 1 July 2016.

For further details of the terms of the Rights Issue, please refer to the Prospectus.
 

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.