BW Energy

USD 75 million Private Placement successfully completed - Seite 2

The share capital increase pertaining to the issuance of the New Shares is resolved by the Board within the Company's current authorised share capital. Following the issuance of the New Shares, the Company will have an issued share capital of USD 2,579,943, divided into 257,994,300 shares, each with a par value of USD 0.01.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the Private Placement is in compliance with these requirements and guidelines. In reaching this conclusion, the Board inter alia emphasized that:

• The Offer Price of NOK 27 is based on the investor interest obtained following pre-sounding of the Private Placement with wall crossed investors and a publicly announced bookbuilding process conducted by two leading investment banks, and the price represent professional investors' view of the market price for the shares of the Company for a share offering of this size. The Offer Price represents a discount of 9.5% and 5.8% to the closing price on 20 January 2021 and volume weighted average share price (“VWAP”) in the 30 days-period ending 20 January 2020, respectively, but a premium of 4.9% to the VWAP in the 60 days-period ending on 20 January 2021.
   
• The size of the Private Placement implies a limited dilution of the existing shareholders who do not participate in the transaction.
   
• BW Offshore Limited, which is the Company's largest shareholder and represented at the Company's board of directors, will not be allocated shares in the Private Placement. BW Group Limited pre-committed to subscribe for their pro-rata share of the Private Placement, and was allocated their pro-rata share.
   
• A share issue in the form of a private placement enables the Company to capitalise on current market conditions. A rights offering implies a longer time line and will also in general imply a significant discount to current market price in order to be underwritten, especially in a volatile market, and a costly underwriting would be required to secure a successful transaction.
   
• The shares in the Company are liquid, so shares will be available in the market for shareholders whose ownership percentage is diluted by the Private Placement and who do not wish to be diluted.

The Company will consider to carry out a subsequent offering without tradeable subscription rights of up to 2,200,000 new shares in the Company (the "Subsequent Offering") towards existing shareholders in the Company as of 20 January 2021 (as registered in the Norwegian Central Securities Depositary ("VPS") as of 20 January 2021), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether a Subsequent Offering will be carried out will inter alia depend on the development of the Company's shares price following completion of the Private Placement.