BW Offshore: Transfer of assets to BW Energy

Reference is made to the announcement dated 23 May 2019 regarding the planned separate listing of BW Energy Limited ("BW Energy").  In preparation for the listing, BW Offshore Limited's ("BW Offshore" or the "Company") wholly owned subsidiary BW Offshore Singapore Pte Ltd. ("BWOS") has today entered into share swap agreements pursuant to which the shares in and receivables on certain subsidiaries through which the Company holds its E&P assets are transferred on an arms' length basis to BW Energy. BW Energy is a newly established Bermuda limited company and will serve as parent company for the E&P business and become the listed entity.

The E&P assets include BWOS's shareholding interest in:

  • BW Energy Holdings Pte. Ltd., which holds the ownership interest in the Dussafu production sharing contract ("Dussafu").  As consideration, BWOS, Maple Company Limited and Arnet Energy Pte Ltd. will receive, respectively, 66%, 33% and 1% of the shares in BW Energy, which mirrors their shareholdings in BW Energy Holdings Pte. Ltd.;
  • BW Kudu Holding Pte. Ltd., which holds a 56% participating interest in the Kudu licence ("Kudu"); and
  • BW Maromba Holdings Pte. Ltd., which, through its wholly owned subsidiary, has entered into definite agreements to acquire 100% of the participating interest in the Maromba licence ("Maromba").

Following completion of the above transactions, the Company's ownership interest in BW Energy will be 68.6%, while BW Group Limited and Arnet Energy Pte Ltd will own 30.5% and 0.9%, respectively, as set out in the BW Energy investor presentation published on 29 May 2019.

BW Group Limited owns 49.9% of the shares in BW Offshore and is represented on the Board of Directors of the Company by Andreas Sohmen-Pao (Chairman). Arnet Energy Pte Ltd is a company owned by Carl K. Arnet, who is CEO and board member of BW Energy and a member of the Board of Directors of BW Offshore. Carl K. Arnet owns 1.23% of the shares in the Company.

For further information, please contact:

Ståle Andreassen, CFO
+65 97 27 86 47

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These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction.  The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").  The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

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The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.

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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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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