BW Offshore: Initiation of share buy-back program
The Board of Directors has resolved to initiate a share buy-back program under which the Company may repurchase common shares in the Company for a total consideration of up to USD 10 million. Any shares acquired under the buy-back program will be held in treasury or used towards the Company's long-term incentive program for employees. It has earlier been notified that the Company would hedge the exposure by a Total Return Swap (TRS) agreement, but this will be replaced by the share buy-back program.
The shares will be purchased in the open market and potentially through private offerings. In order for BW Group Limited ("BW Group") to maintain its current ownership interest of 49.92%, BW Group will participate in share buy-backs on a pro-rata basis. To facilitate this, the Company will enter into an agreement with BW Group pursuant to which BW Offshore will repurchase 49.92% of the shares repurchased under the buy-back program from BW Group, meaning that 50.08% of the shares to be repurchased under the buy-back program will be repurchased from BW Offshore shareholders other than BW Group. The price per share to be paid to BW Group will be equal to the volume weighted average price paid to other shareholders for shares repurchased under the buy-back program.
The highest price to be paid per share in the open market and through private offerings will in no event exceed the prevailing market price for the BW Offshore shares at the time of the relevant repurchase.
The Board of Directors has authorised management to, at its discretion, facilitate the repurchase of shares from 31 March 2020 up until and including 30 June 2020.
Any repurchases will be conducted in accordance within applicable safe harbour conditions, and as further set out inter alia in the Norwegian Securities Trading Act of 2007, EU Commission Regulation (EC) No 2273/2003 and the Oslo Stock Exchange's Circular on buy-backs of own shares and price stabilisation 2/2008.
About BW Offshore:
BW Offshore is a leading provider of floating production services to the oil and gas industry. The company also participates in developing proven offshore hydrocarbon reservoirs. BW Offshore is represented in all major oil and gas regions world-wide with a fleet of 15 owned FPSOs. The company has more than 30 years of production track record, having executed 40 FPSO and FSO projects. BW Offshore is listed on the Oslo Stock Exchange.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.