BW Ideol AS

Post-Annual General Meeting Information • Dec 7, 2023

BW Ideol AS - BW Sirocco Holdings AS announces completion and settlement of the voluntary offer to acquire shares in BW Ideol AS

BW Ideol AS - BW Sirocco Holdings AS announces completion and settlement of the voluntary offer to acquire shares in BW Ideol AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,

SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER

MEASURES

Oslo, 7 December 2023 - Reference is made to (i) 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"), (ii) the announcement on 14 November

regarding the publication of the Offer Document and commencement of the offer

period under the Offer (the "Offer Period"), (iii) the announcement on 28

November 2023 regarding the extension of the Offer Period and that the Offeror

had received binding acceptances in excess of 90% of the Shares and that the

condition for minimum acceptances had been fulfilled, and (iv) the announcement

on 30 November 2023 regarding the end of the Offer Period and final level of

acceptances of the Offer. Definitions used in this stock exchange notice shall

have the same meaning as the definitions used in the Offer Document.

The Offeror hereby announces that Offer has been completed, and that the

settlement of the Offer has been made in accordance with section 5.4.2

(Settlement of the Cash Consideration) and section 5.5.2 (Settlement of the

Consideration Shares). Following the Settlement, and as of today, the Offeror

holds in total 30,000,561 Shares, representing 95.21% of the Shares in BW Ideol.

CASH CONSIDERATION

The Receiving Agent has as of today transferred the relevant cash amount to the

shareholders who has chosen the Cash Alternative. The cash amount has been

transferred to the bank account that was registered in the Norwegian Central

Securities Depositaries as the account for payment of dividends to the relevant

BW Ideol Shareholder. Shareholders who elected the Cash Alternative are expected

to receive the relevant cash amount on their respective bank accounts on or

about 7 December 2023.

CONSIDERATION SHARES

Today, the extraordinary general meeting of the Offeror resolved to issue new

shares to the shareholders who has chosen the Share Alternative by way of such

shareholders contributing existing shares in BW Ideol AS as contribution in kind

on a 1:1 basis. The Receiving Agent has transferred such shareholders' shares in

BW Ideol AS to a securities account in the name of the Offeror, and signed the

subscription form of new shares in the Offeror, on behalf of the shareholders

who accepted the Share Alternative, in accordance with the proxy given to the

Receiving Agent in the Acceptance Forms. The Consideration Shares will be issued

when the share capital increase pertaining to the issuance of the new shares in

the Offeror is registered in the Norwegian Register of Business Enterprises

which is expected to take place on or about 21 December 2023.

COMPULSORY ACQUISITION

As of today the Offeror has to acquired 30,000,561 Shares, representing

approximately  95.21% of the total number of  Shares, and the Offeror is

entitled to exercise its right under Section 4-26 of the Norwegian Private

Companies Act to compulsory acquire the remaining BW Ideol Shares. The Offeror

intends to exercise its right of compulsory acquisition pursuant to Section

4-26 of the Norwegian Private Companies Act at an offer price equal to the Cash

Consideration, NOK 12. A separate announcement will be issued when the

compulsory acquisition has been resolved by the board of directors of the

Offeror.

ADVISORS

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.

For further information, please contact:

BW Ideol AS

Nicolas de Kerangal (Chief Financial & Partnerships Officer)

+33 (0) 7 76 87 70 08 / ir@bw-ideol.com (mailto:ir@bw-ideol.com)

BW Sirocco Holdings AS

Anders S. Platou (Chief Strategy Officer BW Offshore Limited)

+47 99 71 86 55

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE

It may be unlawful to distribute this announcement in certain jurisdictions.

This announcement is not for distribution in Australia, Canada, the Hong Kong

special administrative region of the People's Republic of China, Japan, South

Africa, the United States or to any other jurisdiction where such distribution

would be unlawful. The information in this announcement does not constitute an

offer of securities for sale in such jurisdictions. Persons into whose

possession this release comes should inform themselves about and observe any

such restrictions. Any failure to comply with these restrictions may constitute

a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer for sale of, or a solicitation of

an offer to purchase or subscribe for, any securities in the United States. The

Offer or Consideration Shares referred to in this release have not been and will

not be registered under the United States Securities Act of 1933, as amended

(the "U.S. Securities Act"), or any state securities laws and may not be offered

or sold within the United States or to U.S. Persons unless registered under the

U.S. Securities Act and applicable state securities laws or an exemption from

such registration is available. The information contained in this announcement

is for informational purposes only and does not purport to be full or complete.

The Offeror does not intend to conduct a public offering in the United States

and is relying on exemptions from registration. The Offer will be made to

shareholders in the United States in compliance with applicable U.S. securities

laws and regulations, including Section 14(e) and Regulation 14E under the U.S.

Securities Exchange Act of 1934, as amended. Copies of this announcement are not

being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is

directed only at persons who (i) have professional experience in matters

relating to investments which fall within Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the

"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)

to (d) ("high net worth companies, unincorporated associations etc") of the

Financial Promotion Order, or (iii) are persons to whom an invitation or

inducement to engage in investment activity (within the meaning of section 21 of

the Financial Services and Markets Act 2000) in connection with the issue or

sale of any securities may otherwise lawfully be communicated or caused to be

communicated (all such persons together being referred to as "relevant

persons"). This announcement is directed only at relevant persons and must not

be acted on or relied on by persons who are not relevant persons. Any investment

or investment activity to which this announcement relates is available only to

relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area which has implemented the

Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation")

(each, a "Relevant Member State") will be made pursuant to an exemption under

the Prospectus Regulation, as implemented in that Relevant Member State, from

the requirement to publish a prospectus for offers of securities. Accordingly,

any person making or intending to make any offer in that Relevant Member State

of securities, which are the subject of the offering contemplated in this

announcement, may only do so in circumstances in which no obligation arises for

the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus

Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus

Regulation, in each case, in relation to such offer. Neither the Offeror, the

Company nor any of the advisors have authorised, nor do they authorise, the

making of any offer of the securities through any financial intermediary, other

than offers made by the Offeror which constitute the final placement of the

securities contemplated in this announcement. Neither the Offeror, the Company

nor any of the advisors have authorised, nor do they authorise, the making of

any offer of securities in circumstances in which an obligation arises to

publish or supplement a prospectus for such offer.

This release contains certain forward-looking statements within the meaning of

the securities laws and regulations of various international, federal, and state

jurisdictions. All statements, other than statements of historical fact,

included herein, including without limitation, statements regarding the Offer or

the future plans and objectives of the Offeror or the Company are forward-

looking statements that involve risk and uncertainties. There can be no

assurances that such statements will prove to be accurate and actual results

could differ materially from those anticipated in such statements.

Neither the Offeror, the Company nor any of their advisors and/or any of their

affiliates or any of their respective directors, officers, employees, advisers,

agents or any other person(s) accept any responsibility or liability whatsoever

for, or make any representation or warranty, express or implied, as to the

accuracy, completeness or fairness of the information or opinions in this

announcement (or whether any information has been omitted from this

announcement) or any other information relating the Offer, the Offeror or the

Company.

The issue, subscription or purchase of shares in the Offeror is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Offeror, the Company nor their advisors assume any responsibility in the event

there is a violation by any person of such restrictions.

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into United States, Canada, Australia, New Zealand, Hong

Kong, Japan or any other jurisdiction in which the distribution or release would

be unlawful. This release is an announcement issued pursuant to legal

information obligations, and is subject of the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. It is issued for

information purposes only, and does not constitute or form part of any offer to

sell or purchase, or solicitation to purchase or subscribe for any securities,

in the United States or in any other jurisdiction. The securities mentioned

herein have not been, and will not be, registered under the United States

Securities Act of 1933, as amended (the "US Securities Act"). The securities may

not be offered or sold in the United States except pursuant to an exemption from

the registration requirements of the US Securities Act. The Offeror does not

intend to register any portion of the offering of the securities in the United

States or to conduct a public offering of the securities in the United States.

Copies of this announcement are not being made and may not be distributed or

sent into Australia, Canada, Japan or the United States.