BW Ideol AS

M&A Activity • Nov 9, 2023

BW Ideol AS - BW Sirocco Holdings AS to launch recommended voluntary offer to acquire shares in BW Ideol AS

BW Ideol AS - BW Sirocco Holdings AS to launch recommended 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, 9 November 2023 - BW Sirocco Holdings AS (the "Offeror") hereby announces

a recommended voluntary offer to acquire all issued and outstanding shares (the

"Shares") in BW Ideol AS ("BW Ideol" or the "Company") not already held by the

Initiating Shareholders (as defined below), at an offer price of NOK 12 per

Share (the "Offer Price"), to be settled in cash or shares in the Offeror (the

"Offer").

The Offeror is a newly incorporated Norwegian private limited liability company

established for the purpose of making the Offer, and will, following the

completion of the Offer be owned by BW Offshore Limited, Kerogen Investments No.

48  Limited, Larochette Invest SARL and certain other existing investors and

management shareholders of BW Ideol (collectively the "Initiating

Shareholders"), as well as any BW Ideol shareholders who accept the Share

Consideration (as defined below). The Initiating Shareholders hold in aggregate

84.7% of the outstanding Shares of BW Ideol, which is being contributed to the

Offeror subject to completion of the Offer.

Under the Offer, eligible shareholders of BW Ideol will be offered a cash offer

price of NOK 12 per Share in BW Ideol (the "Cash Consideration"). The cash offer

price represents a premium of 42.2% to the closing price of the Shares on 8

November 2023 and premium of 44.5%, and 34.2% to the volume-weighted average

share price of BWI on Euronext Growth during the last 30 trading days and the

last 90 trading days, respectively, up to and including 8 November 2023.

The Offer will also include a share alternative, whereby eligible shareholders

may elect to receive settlement for their Shares in BW Ideol in the form of

shares in the Offeror on a 1:1 basis (the "Share Consideration"). The shares in

the Offeror are not, and are not intended to be, listed on any stock exchange,

regulated market or multilateral trading facility. Shareholders electing to

receive the Share Consideration will be required to enter into a shareholders'

agreement regulating the ownership in the Offeror which will be described in

more detail in the Offer Document (as defined below).

The board of directors of BW Ideol (excluding its members having a conflict of

interest with respect to the Offer) (the "Board") have unanimously resolved to

recommend the shareholders of BW Ideol to accept the Offer on the basis of an

independent fairness opinion from Carnegie AS commissioned by the Board The

Board's recommendation will be enclosed in the Offer Document (as defined below)

to be published by the Offeror on or about 14 November 2023.

In order to realise the growth of the company and meet upcoming capital

commitments, BW Ideol will require additional financing. Debt financing is not

considered to be available on satisfactory terms. The Offer allows for BW

Ideol's public equity investors to realise all cash for their shares at a

substantial premium to the market price in an illiquid equity. Raising new

equity capital in an efficient manner is further constrained by the current

Euronext Growth listed setting and capital market sentiment, and any such equity

raise is expected to lead to a substantial dilution for non-participating

shareholders. At the same time, the minority shareholders are given an

alternative to the Cash Consideration to continue as shareholders together with

the Initiating Shareholders by accepting the Share Consideration. The Initiating

Shareholders further believe that BW Ideol, if privately held, will be able to

raise capital more efficiently from investors that invest in privately held

growth companies, including other industrial investors beyond BW Offshore.

Additionally, the company would benefit from reduced cost, freed-up management

time and reduced formal obligations.

About the Offer:

The Offeror has entered into contribution agreements with the Initiating

Shareholders. Pursuant to the contribution agreements, the Initiating

Shareholders have agreed (subject to the completion of the Offer) to transfer

their Shares in BW Ideol to the Offeror free of any encumbrances against a

consideration equal to the Share Consideration under the Offer, i.e. shares in

the Offeror on a 1:1 basis, with the exception of 213,775 Shares which will be

sold by certain Initiating Shareholders to the Offeror at the Offer Price.

The Offeror and BW Ideol have entered into a transaction agreement (the

"Transaction Agreement") regarding the Offer, pursuant to which, on certain

terms and conditions, the Offeror has agreed to make, and the Board has agreed

to recommend, the Offer.

The complete details of the Offer, including all terms and conditions, will be

contained in a combined offer document and national prospectus (the "Offer

Document") to be sent to all eligible shareholders following registration of the

Offer Document with the Norwegian Register of Business Enterprises accordance

with the provisions for national prospectuses in Chapter 7 of the Norwegian

Securities Trading Act.

Completion of the Offer will be subject to the following main conditions being

satisfied or waived by the Offeror:

* The Offeror receiving acceptances for the number of Shares in the Company

required in order for the Offeror to become the owner of at least 90% of the

total number of Shares and votes in BW Ideol. As mentioned above, the

Initiating Shareholders have entered into contribution agreements which

provide for a contribution in total of 84.7 % of the total number of Shares

in the Company to the Offeror;

* The Board shall not have revoked, modified, amended or qualified its

recommendation of the Offer;

* No relevant authority shall have taken any form of legal action that

prohibits the consummation of the Offer, or shall in connection with the

Offer have imposed conditions upon the Offeror, the Company or its

respective affiliates;

* Regulatory approvals, if any are applicable, having been obtained;

* The business of the Company and its affiliates shall in all material

respects have been conducted in the ordinary course and in accordance with

applicable law and regulations;

* No breach of the Transaction Agreement by BW Ideol having occurred; and

* No material adverse change having occurred.

The Offer is not conditional upon any due diligence of BW Ideol.

The offer period is expected to commence on or about 09:00 (CET) on 14 November

2023, following registration of the Offer Document with the Norwegian Register

of Business Enterprises, and end at 16:30 (CET) on 28 November 2023, subject to

any extension. Settlement of the Offer is expected to take place within 10

business day following the expiry of the offer period for the Cash

Consideration, subject to all conditions being fulfilled or waived. Settlement

of the Share Consideration will take place as soon as practically possible

following registration of the capital increase to issue the consideration shares

in the Offeror with the Norwegian Register of Business Enterprises.

Following the completion of the Offer, the Offeror intends to carry out a

compulsory acquisition to acquire the remaining Shares, and the Offeror will

propose that the general meeting of the Company resolves that the Company shall

apply to Oslo Børs for the delisting of the Company's Shares from Euronext

Growth.

This announcement does not in itself constitute an offer. The Offer will only be

made on the basis of the Offer Document and can only be accepted pursuant to the

terms of the Offer Document. The Offer will not be made in any jurisdiction in

which the making of the Offer would not be in compliance with the laws of such

jurisdiction.

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.

Carnegie AS is acting as financial advisor to the Board.

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 (Chairman]

+47 99 71 86 55

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements according

to section 5-12 of the Norwegian Securities Trading Act. This stock exchange

announcement was published by Marie Bayard-Lenoir on 9 November 2023 at

18:29 CET.

IMPORTANT INFORMATION

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.