BW Energy Limited has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS (the “Managers”), to assist the Company in a contemplated private placement (the “Private Placement”) of new shares in the Company with gross proceeds of up to USD 75 million. The Private Placement is directed towards Norwegian investors and international institutional investors pursuant to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions.
The net proceeds from the Private Placement will be used for capital investments in the Dussafu licence in Gabon, development of the Maromba discovery in Brazil, new ventures and for other general corporate purposes.
BW Energy CEO Carl Krogh Arnet comments; “We proved the resilience of our strategy and business model in 2020 with a swift and decisive response to the pandemic and oil price decline by scaling back investments while maintaining operational regularity and generating strong operational cash flow throughout the year.
Carl Krogh Arnet continues; “We have a busy year ahead with planned production start from the last two Tortue phase 2 wells, drilling of a further Hibiscus exploration well and start of Hibiscus/Ruche field development including conversion of the first jack-up rig to a production platform. Our current asset portfolio offers significant growth potential, and we see an increasing number of attractive inorganic opportunities. Raising additional equity will strengthen our financial capacity, flexibility and ability to convert proven resources into highly profitable producing reserves.”
The subscription price in the Private Placement will be determined by the Board of Directors or a subcommittee thereof (the "Board") based on an accelerated book-building process conducted by the Managers. The application period commences today on 20 January 2021 at 16:30 (CET) and will close on 21 January 2021 at 08:00 hours (CET). The Company, together with the Managers, reserves the right to close or extend the application period at any time at their sole discretion, at short notice. The minimum order size in the Private Placement is a NOK amount equivalent to EUR 100,000.
The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the discretion of the Board in consultation with the Managers. No allocation will be made for amounts less than a NOK amount equivalent to EUR 100,000, other than in accordance with applicable exemptions from relevant prospectus requirements.
BW Group Limited, which is the Company's second largest shareholder and represented on the Board, has pre-committed to subscribe for USD 26,347,169 in the Private Placement which is equal to their pro-rata share of the Company (35.13%). Carl Arnet, CEO of BW Energy, has pre-committed to subscribe for USD 770,245 which is equal to his pro-rata share of the Company (1.03%). The Board may allocate less than the pre-committed amount to BW Group Limited if deemed beneficial to the overall transaction, the free float of shares on the Oslo Stock Exchange and the shareholder structure of the Company.
The completion of the Private Placement is conditional upon approval by the Board.
Delivery of the new shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment and timely delivery of already listed shares to subscribers in the Private Placement, be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company, the Managers and BW Group Limited. The borrowed shares will be redelivered by the Managers to BW Group Limited in the form of new shares in the Company to be issued in connection with the Private Placement.
The Company 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 contemplated transaction is in compliance with these requirements and guidelines. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent offering of new shares which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 20 January 2021 (as registered in the VPS two trading days thereafter), 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.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement and
