BW Offshore

BW Energy Limited - Bookbuilding for the IPO Successfully Completed

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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.