BW Offshore : MANDATORY NOTIFICATION OF TRADE
1 July 2016: Reference is made to the stock exchange announcement today, 1 July 2016, regarding the commencement of the subscription period in the fully underwritten rights issue (the "Rights Issue") by BW Offshore Limited (the "Company") 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").
On the first day of the subscription period of the Rights Issue, the following primary insiders/close relatives of primary insiders have subscribed for the following number of Offer Shares in the Rights Issue at the Subscription Price:
BW Group Limited (represented on the Board of Directors of the Company by Andreas Sohmen-Pao (Chairman) and Carsten Mortensen (Board member)) has subscribed for 4,274,329,915 Offer Shares for a total amount of NOK 427,432,991.50. Following completion of the Rights Issue, BW Group Limited will hold 4,616,642,163 shares in the Company (representing approximately 49.9214% of the votes and shares in the Company).
Carl Krogh Arnet (Chief Executive Officer) has subscribed for 93,638,327 Offer Shares for a total amount of NOK 9,363,832.70. Following completion of the Rights Issue, Carl Krogh Arnet will hold 101,137,408 shares in the Company (representing approximately 1.0936% of the votes and shares in the Company).
Hilde Arnet (a close relative of the Chief Executive Officer Carl K. Arnet) has subscribed for 3,121,660 Offer Shares for a total amount of NOK 312,166.00 Following completion of the Rights Issue, Hilde Arnet will hold 3,371,660 shares in the Company (representing 0.0365% of the votes and shares in the Company).
Johan Arnet (a close relative of the Chief Executive Officer Carl K. Arnet) has subscribed for 412,059 Offer Shares for a total amount of NOK 41,205.90. Following completion of the Rights Issue, Johan Arnet will hold 445,059 shares in the Company (representing 0.0048% of the votes and shares in the Company).
Tarald Arnet (a close relative of the Chief Executive Officer Carl K. Arnet) has subscribed for 187,300 Offer Shares for a total amount of NOK 18,730.00. Following completion of the Rights Issue, Tarald Arnet will hold 202,300 shares in the Company (representing 0.0022% of the votes and shares in the Company).
The subscriptions have been made according to the terms and conditions for the Rights Issue described in the prospectus dated 30 June 2016 (the "Prospectus") prepared in connection with the Rights Issue.
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.
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.