BW Offshore: BW Energy Limited - Bookbuilding for the IPO Successfully Completed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (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 DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

BW ENERGY LIMITED: BOOKBUILDING FOR THE IPO SUCCESSFULLY COMPLETED

17 February 2020

BW Energy Limited ("BW Energy", OSE ticker code "BWE") and BW Offshore Limited ("BW Offshore", OSE ticker "BWO") announce the successful completion of the initial public offering of BW Energy's shares (the "IPO" or the "Offering").

In summary:

  • The shares in the Offering (the "Offer Shares") were sold at a fixed price per Offer Share of NOK 24.40, corresponding to a pre-money equity value of BW Energy of NOK 4,578 million (approximately USD 500 million).
  • The Company will issue 46,904,200 new shares in connection with the Offering, raising gross proceeds of approximately NOK 1,144 million (approximately USD 125 million).
  • No existing shares will be sold in the Offering.
  • The Managers (as defined below) have over-allotted 7,035,630 shares, representing 15% of the number of shares sold in the Offering before over-allotments, which is equivalent to approximately NOK 172 million (approximately USD 19 million). The Managers have exercised their option to borrow an equal number of shares from BW Offshore Limited for the purposes of covering the over-allotments.
  • BW Group Limited has been allocated 6,378,971 Offer Shares, which is equivalent to NOK 156 million (approximately USD 17 million).
  • All primary insiders in BW Energy and BW Offshore who have applied for Offer Shares have received full allocation. Detailed information regarding allocation to primary insiders will be given in a separate announcement.
  • BW Offshore has resolved to distribute approximately 37,741,000 shares in BW Energy (the "Dividend Shares") to the eligible BW Offshore shareholders (the "BW Offshore Dividend Distribution"). The total value of the Dividend Shares is approximately NOK 921 million (approximately USD 100 million). One share in BW Offshore gives eligible BW Offshore shareholders 0.20405596845785 Dividend Shares (rounded downwards to the nearest whole number of Dividend Shares).
  • Following the completion of the Offering (excluding over-allotment) and the BW Offshore Dividend Distribution, the free float of BW Energy's shares will be approximately 25%.
  • Trading in the shares of BW Energy on the Oslo Stock Exchange will commence on Wednesday 19 February 2020.

A total of 53,939,830 shares (including over-allotted shares) were allotted in the Offering, which is equivalent to NOK 1,316 million (approximately USD 143.8 million). Approximately 95% of the Offer Shares were allotted to investors in the institutional offering and approximately 5% of the Offer Shares were allotted to investors in the retail offering. The Offering attracted strong interest from Norwegian and international investors and was over-subscribed. A total of approximately 700 investors were allocated Offer Shares. Further, through the BW Offshore Dividend Distribution, approximately 4,000 BW Offshore shareholders will receive Dividend Shares.

Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 18 February 2020. Investors having access to investor services through their VPS manager will be able to check the number of Offer Shares allocated to them from about 09:00 hours (CET) on 18 February 2020. The Managers may also be contacted for information regarding allocations.

As further described in the prospectus published in connection with the IPO, the Company has granted the Managers a greenshoe option, exercisable by Pareto Securities AS as stabilisation manager within 30 days from the first day of trading of the Company's shares on the Oslo Stock Exchange, to cover any short position resulting from the over-allotments in the Offering following the stabilisation period. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.

DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as joint global coordinators and joint bookrunners in the Offering (the "Joint Global Coordinators"). Arctic Securities AS, Danske Bank (Norwegian Branch), Nordea Bank Abp (filial i Norge) and Swedbank AB (publ) (in cooperation with Kepler Cheuvreux) are acting as co-managers (the "Co-Managers", and together with the Joint Global Coordinators, the "Managers").

Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Company and Conyers Dill & Pearman Limited is acting as special Bermuda legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Managers.

* * *

For further information, please contact:
Knut Sæthre, CFO BW Energy
+47 91 11 78 76
ir@bwenergy.no

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 cash-flow 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 are 247 million barrels at the start of 2020 and gross average production from Dussafu was 11,779 bbl/day in 2019.

Not for distribution in or into the United States, Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China or Japan.

Important notice
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.

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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.

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.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.

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.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither 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 of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.