BW Offshore

Potential block sale of existing shares in BW Energy Limited by BW Offshore Limited

Potential block sale of existing shares in BW Energy Limited by BW Offshore Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

BW Offshore Limited (“BWO” or the “Seller”) has retained Citigroup Global Markets Limited and Pareto Securities AS (collectively referred to as the "Managers") to explore a potential block sale of existing shares in BW Energy Limited (“BWE” or the "Company") through a private placement (the “Offering”).

BWO is contemplating selling 20,000,000 shares in BWE, representing approximately 7.8% of the shares outstanding in BWE, through an accelerated bookbuilding process. BWO reserves the right, at its own discretion, not to sell any shares in the Offering.

The Offering will commence immediately following the publication of this announcement (28 October 2021 at 16:30 CEST) and will close no later than 29 October 2021 at 08:00 CEST. Please note that the Offering may close earlier or later at the discretion of BWO. The Offering is expected to be priced and allocated before 09:00 CEST on 29 October 2021 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).

BWO currently holds 90,840,553 shares in BWE, representing approximately 35.2% of the shares outstanding in BWE. BWO will enter into a 6-month customary lock-up with the Managers following the completion of the Offering for any of the shares BWO currently holds in BWE which are not sold as part of the Offering.

In February 2020, BWE was spun off from BWO and listed on the Oslo Stock Exchange. BWO is very pleased with the development of BWE into a robust and independent E&P company. However, BWO has decided to divest part of its shareholding in BWE to accelerate growth in core business areas. The net proceeds to BWO from the Offering will be used for further growth opportunities within energy infrastructure, including FPSO and renewable energy investments, as well as other general corporate purposes. BWO will following completion of the Offering remain a committed and supportive partner to enable BWE to deliver on its growth strategy.