BW Offshore: BW Sirocco Holdings AS to launch recommended voluntary offer to acquire shares in BW Ideol AS

BW Sirocco Holdings AS to launch recommended voluntary offer to acquire shares in BW Ideol AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES

Oslo, 9 November 2023 – BW Sirocco Holdings AS (the “Offeror“) hereby announces a recommended voluntary offer to acquire all issued and outstanding shares (the “Shares“) in BW Ideol AS (“BW Ideol” or the “Company“) not already held by the Initiating Shareholders (as defined below), at an offer price of NOK 12 per Share (the “Offer Price“), to be settled in cash or shares in the Offeror (the “Offer“).

The Offeror is a newly incorporated Norwegian private limited liability company established for the purpose of making the Offer, and will, following the completion of the Offer be owned by BW Offshore Limited, Kerogen Investments No. 48 Limited, Larochette Invest SARL and certain other existing investors and management shareholders of BW Ideol (collectively the “Initiating Shareholders”), as well as any BW Ideol shareholders who accept the Share Consideration (as defined below). The Initiating Shareholders hold in aggregate 84.7% of the outstanding Shares of BW Ideol, which is being contributed to the Offeror subject to completion of the Offer.

Under the Offer, eligible shareholders of BW Ideol will be offered a cash offer price of NOK 12 per Share in BW Ideol (the “Cash Consideration“). The cash offer price represents a premium of 42.2% to the closing price of the Shares on 8 November 2023 and premium of 44.5%, and 34.2% to the volume-weighted average share price of BWI on Euronext Growth during the last 30 trading days and the last 90 trading days, respectively, up to and including 8 November 2023.

The Offer will also include a share alternative, whereby eligible shareholders may elect to receive settlement for their Shares in BW Ideol in the form of shares in the Offeror on a 1:1 basis (the “Share Consideration“). The shares in the Offeror are not, and are not intended to be, listed on any stock exchange, regulated market or multilateral trading facility. Shareholders electing to receive the Share Consideration will be required to enter into a shareholders’ agreement regulating the ownership in the Offeror which will be described in more detail in the Offer Document (as defined below).

The board of directors of BW Ideol (excluding its members having a conflict of interest with respect to the Offer) (the “Board“) have unanimously resolved to recommend the shareholders of BW Ideol to accept the Offer on the basis of an independent fairness opinion from Carnegie AS commissioned by the Board. The Board’s recommendation will be enclosed in the Offer Document (as defined below) to be published by the Offeror on or about 14 November 2023.

In order to realise the growth of the company and meet upcoming capital commitments, BW Ideol will require additional financing. Debt financing is not considered to be available on satisfactory terms. The Offer allows for BW Ideol’s public equity investors to realise all cash for their shares at a substantial premium to the market price in an illiquid equity. Raising new equity capital in an efficient manner is further constrained by the current Euronext Growth listed setting and capital market sentiment, and any such equity raise is expected to lead to a substantial dilution for non-participating shareholders. At the same time, the minority shareholders are given an alternative to the Cash Consideration to continue as shareholders together with the Initiating Shareholders by accepting the Share Consideration. The Initiating Shareholders further believe that BW Ideol, if privately held, will be able to raise capital more efficiently from investors that invest in privately held growth companies, including other industrial investors beyond BW Offshore. Additionally, the company would benefit from reduced cost, freed-up management time and reduced formal obligations.

About the Offer:

The Offeror has entered into contribution agreements with the Initiating Shareholders. Pursuant to the contribution agreements, the Initiating Shareholders have agreed (subject to the completion of the Offer) to transfer their Shares in BW Ideol to the Offeror free of any encumbrances against a consideration equal to the Share Consideration under the Offer, i.e. shares in the Offeror on a 1:1 basis, with the exception of 213,775 Shares which will be sold by certain Initiating Shareholders to the Offeror at the Offer Price.

The Offeror and BW Ideol have entered into a transaction agreement (the “Transaction Agreement“) regarding the Offer, pursuant to which, on certain terms and conditions, the Offeror has agreed to make, and the Board has agreed to recommend, the Offer.

The complete details of the Offer, including all terms and conditions, will be contained in a combined offer document and national prospectus (the “Offer Document“) to be sent to all eligible shareholders following registration of the Offer Document with the Norwegian Register of Business Enterprises accordance with the provisions for national prospectuses in Chapter 7 of the Norwegian Securities Trading Act.

Completion of the Offer will be subject to the following main conditions being satisfied or waived by the Offeror:

• The Offeror receiving acceptances for the number of Shares in the Company required in order for the Offeror to become the owner of at least 90% of the total number of Shares and votes in BW Ideol. As mentioned above, the Initiating Shareholders have entered into contribution agreements which provide for a contribution in total of 84.7 % of the total number of Shares in the Company to the Offeror;
• The Board shall not have revoked, modified, amended or qualified its recommendation of the Offer;
• No relevant authority shall have taken any form of legal action that prohibits the consummation of the Offer, or shall in connection with the Offer have imposed conditions upon the Offeror, the Company or its respective affiliates;
• Regulatory approvals, if any are applicable, having been obtained;
• The business of the Company and its affiliates shall in all material respects have been conducted in the ordinary course and in accordance with applicable law and regulations;
• No breach of the Transaction Agreement by BW Ideol having occurred; and
• No material adverse change having occurred.

The Offer is not conditional upon any due diligence of BW Ideol.

The offer period is expected to commence on or about 09:00 (CET) on 14 November 2023, following registration of the Offer Document with the Norwegian Register of Business Enterprises, and end at 16:30 (CET) on 28 November 2023, subject to any extension. Settlement of the Offer is expected to take place within 10 business days following the expiry of the offer period for the Cash Consideration, subject to all conditions being fulfilled or waived. Settlement of the Share Consideration will take place as soon as practically possible following registration of the capital increase to issue the consideration shares in the Offeror with the Norwegian Register of Business Enterprises.

Following the completion of the Offer, the Offeror intends to carry out a compulsory acquisition to acquire the remaining Shares, and the Offeror will propose that the general meeting of the Company resolves that the Company shall apply to Oslo Børs for the delisting of the Company’s Shares from Euronext Growth.

This announcement does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of the Offer Document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.

Advisors:

Danske Bank, Norwegian Branch, is acting as financial advisor to the Offeror and receiving agent for the Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to the Offeror.

Carnegie AS is acting as financial advisor to the Board.

For further information, please contact:

BW Ideol AS

Nicolas de Kerangal (Chief Financial & Partnerships Officer)
+33 (0) 7 76 87 70 08 / ir@bw-ideol.com

BW Sirocco Holdings AS

Anders S. Platou (Chairman)

+47 99 71 86 55

ir@bwoffshore.com

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Eric A Stousland, Senior Associate Corporate Finance & IR, on 9 November 2023 at 18:29 CET.

IMPORTANT INFORMATION

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. The Offeror does not intend to conduct a public offering in the United States and is relying on exemptions from registration. The Offer will be made to shareholders in the United States in compliance with applicable U.S. securities laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is 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.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, the Company nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, the Company nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer.

This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of the Offeror or the Company are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.

Neither the Offeror, the Company nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, the Offeror or the Company.

The issue, subscription or purchase of shares in the Offeror is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror, the Company nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into United States, Canada, Australia, New Zealand, Hong Kong, Japan or any other jurisdiction in which the distribution or release would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Offeror does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.