Energy SpA — Capital/Financing Update 2021

Jan 20, 2021

BW Energy: Contemplated Private Placement

BW Energy: Contemplated Private Placement

CONTEMPLATED PRIVATE PLACEMENT

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

INDIRECTLY, IN OR INTO THE UNITED STATES OF ANERICA (INCLUDING ITS TERRITORIES

AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF

COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL

ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

BW Energy Limited (the "Company") 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 Advokatfirmaet Schjødt AS is acting as

legal advisor to the Managers in connection with the Private Placement.

For further information, please contact:

Knut R. Sæthre, CFO BW Energy, +47 91 11 78 76

ir@bwenergy.no

About BW Energy:

BW Energy is a growth E&P company with a differentiated strategy targeting

proven offshore oil and gas reservoirs through low risk phased developments. The

Company has access to existing FPSOs to reduce time to first oil and cashflow

with lower investments than traditional offshore developments. The main assets

are 73.5% of the producing Dussafu Marine Permit offshore Gabon and a 95%

interest in the Maromba field in Brazil, both operated by the Company. Total net

2P+2C reserves were 247 million barrels at the start of 2021.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. Copies of this announcement are not being made and may

not be distributed or sent into any jurisdiction in which such distribution

would be unlawful or would require registration or other measures. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or its

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

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United  Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services  and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

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

investment activity to which this communication relates is available only for

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

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue",  "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these  assumptions are inherently  subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of  factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the  general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes  in laws and regulation and the potential

impact of legal proceedings and actions. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The Company does not provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither of the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This information is subject of the disclosure requirements of section 5-12 of

the Norwegian Securities Trading Act.