Reference is made to the announcement made by BW Sirocco Holdings AS (the "Offeror) on 9 November 2023 regarding a recommended voluntary offer to acquire all the issued and outstanding shares (the "Shares") in BW Ideol AS ("BW Ideol" or the "Company"), not already held by the Initiating Shareholders (as defined in the Offer Document), at an offer price of NOK 12 per Share (the "Offer Price"), to be settled in cash or shares in the Offeror (the "Offer"), as further described in the combined offer document and national prospectus (the "Offer Document").
The original offer period under the Offer (the "Offer Period") expire at 16:30 hours (CET) today, 28 November 2023. As of 16:00 CET today the Offeror has received binding acceptances in excess of 90% of the Shares and the condition for minimum acceptances has been fulfilled. However, in order to secure that all shareholders have been provided with ample time to consider the Offer, the Offeror has resolved to extend the Offer Period until 30 November 2023 at 16:30 hours (CET).
The Offeror maintains its right to further extend the Offer Period (one or several times) on the terms and conditions set out in the Offer Document, but under no circumstances beyond 23 January 2024 at 16:30 hours (CET).
As a consequence of the extension, and with reference to section 5.4.2 (Settlement of the Cash Consideration) and 5.5.2 (Settlement of the Consideration Shares) in the Offer Document, the settlement of the Offer will be postponed correspondingly. As set out in the Offer Document, settlement will take place within 10 business day following the expiry of the Offer Period for the cash consideration, subject to all conditions for the Offer being fulfilled or waived by the Offeror. Settlement of the share consideration will take place as soon as practically possible following registration with the Norwegian Register of Business Enterprises of the capital increase in the Offeror pertaining to the issuance of the consideration shares.
Other than set out above, there are no amendments to the terms of the Offer. Completion of the Offer is subject to the fulfilment or waiver by the Offeror of the closing conditions set out in the Offer Document. The complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, is set out in the Offer Document, with the amended Offer Period as described herein. Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document by 16:30 (CET) on 30 November 2023 and in accordance with procedures set out in the Offer Document.
Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances.
The Offer Document is registered with the Norwegian Register of Business Enterprises and is available at www.danskebank.no/BWI.
Danske Bank, Norwegian Branch, is acting as financial advisor to the Offeror and receiving agent for the Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to the Offeror.
Carnegie AS is acting as financial advisor to the Board.