Launch of Mandatory Offer by BW Group to Acquire All Shares in BW Energy Limited
London, 13 December 2023, (Oilandgaspress): – Reference is made to the announcement made by BW Group Limited (“BW Group” or the “Offeror”) on 30 November 2023 regarding BW Group’s disclosure of shareholding and intention to launch a mandatory offer (the “Offer”) for all remaining shares in BW Energy Limited (“BW Energy”).
Today, the Oslo Stock Exchange in its capacity as take-over supervisory authority in Norway has, pursuant to section 6-14 of the Norwegian Securities Trading Act, reviewed and approved the offer document for the Offer (the “Offer Document”). The terms and conditions of the Offer are set out in the Offer Document.
The main terms of the Offer are:
• Offer price: NOK 27.00 in cash per share in BW Energy (the “Offer Price”).
• Offer period: From and including 14 December 2023 to 12 January 2024 at 16:30 CET, subject to extension at the sole discretion of the Offeror (the “Offer Period”). The Offer Period will in no event be extended beyond 25 January 2024.
• Settlement: In NOK, no later than two weeks after expiry of the Offer Period.
• Receiving agent: DNB Markets, a part of DNB Bank ASA.
The Offer may only be accepted on the basis of the Offer Document, which will be distributed to the shareholders in BW Energy as registered in Euronext Securities Oslo (the Norwegian Central Securities Depository, VPS) as of the date of the Offer Document, except for shareholders in jurisdictions where it may not be lawfully distributed.
The Offer Document will, subject to regulatory restrictions in certain jurisdictions, be available at the webpage of the receiving agent: www.dnb.no/emisjoner
Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, DNB Bank ASA, Dronning Eufemias gate 30, 0191 Oslo, Norway.
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, and the Offer may not be accepted by shareholders of BW Energy who cannot legally accept the Offer.
BACKGROUND AND RATIONALE FOR CROSSING THE 40% THRESHOLD AND MAKING A MANDATORY OFFER
Following completion of the initial public offering and listing on the Oslo Stock Exchange of BW Energy in February 2020 (the “IPO”), BW Offshore Limited (“BW Offshore”) and BW Group held 38.77% and 35.13%, respectively, of the shares in BW Energy.
Since the IPO of BW Energy, BW Offshore has reduced its shareholding in the Company inter alia by in-kind dividend distributions. Due to BW Group holding 49.91% of the shares in BW Offshore, the distributions from BW Offshore have resulted in BW Group’s ownership in BW Energy increasing to 39.90% on 28 November 2023 (the date of the last receipt of dividend in-kind BW Energy shares from BW Offshore).
Based on BW Offshore’s current dividend policy, which implies in-kind distributions of BW Energy shares, BW Group expects to continue receiving such shares on a quarterly basis. If the mandatory offer obligation is triggered by an in-kind dividend distribution, then the market price for the shares at the time the dividend is received would be relevant for determination of the minimum offer price for the mandatory offer. To procure that the price to be offered is predictable to BW Group rather than being subject to the market conditions for BW Energy shares at the time of the next in-kind dividend distribution by BW Offshore, BW Group on 29 November 2023 purchased 250,000 BW Energy shares to pass the 40% mandatory offer threshold and to make the Offer on that basis.
In addition to this primary objective, BW Group is offering liquidity to BW Energy shareholders who prefer to receive cash now, and hopes that BW Energy shareholders with a long-term perspective will continue to support the Company through joint ownership in the future.
The Offer values the entire issued share capital of BW Energy at approximately NOK 6.97 billion. The Offer Price is close to the 90-day volume weighted average price (VWAP) of the shares prior to the release of BW Energy’s third quarter 2023 results.
ADVISORS
DNB Markets, a part of DNB Bank ASA is acting as financial advisor and receiving agent, and Advokatfirmaet Thommessen AS is acting as legal advisor, to the Offeror.
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