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 October 2023 - Web Holding Limited (the "Offeror") hereby announces a
recommended voluntary offer to acquire all outstanding shares (the "Shares") in
BW Epic Kosan Ltd. ("BW Epic Kosan" or the "Company") (the "Offer"). Web Holding
Limited is a company incorporated under the laws of Bermuda by J. Lauritzen A/S,
Cavenham Public Growth, Local Resources Ltd., Lytra Holdings S.A. and Nicholas
Lykiardopulo (the "Promoters") for the purpose of making the Offer.
Under the Offer, shareholders of BW Epic Kosan will be offered a cash offer
price of NOK 24 per Share in BW Epic Kosan (the "Cash Consideration"). The cash
offer price represents a premium of 13.2% to the closing price of the Shares on
6 October 2023 and a premium of 12.3% to the average volume weighted share price
during the last three months up to and including 6 October 2023.
The Offer will also include a share alternative, whereby BW Epic Kosan
shareholders may elect to receive settlement for their Shares in BW Epic Kosan
in the form of shares in the Offeror on a 1:1 basis (the "Securities
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
and will be subject to certain transfer restrictions for a private company
limited by shares under Bermuda law and as set out in the Offeror's bye-laws.
The offer period for the Offer will commence following the publication of an
offer document to be prepared by Web Holding Limited (the "Offer Document"), and
is estimated to commence on or about 09:00 (CEST) on 23 October 2023 and end at
16:30 (CET) on 20 November 2023. Settlement of the Offer is expected to take
place within ¬¬¬29 November 2023.
The Promoters own in total 65,427,545 shares in the Company, representing 41% of
the shares and votes of the Company. The Offeror has received pre-acceptance
undertakings for all Shares held by the Promoters and BW Group Limited for the
Share Consideration. Further, the Offeror has received a pre-acceptance
undertaking for all Shares held by Odfjell SE for the Cash Consideration.
Consequently, the Offeror has received pre-acceptance undertakings for 95.1% of
the Shares in the Company.
The Offer is unanimously recommended by the independent members of the Company's
Board of Directors, on the basis of an independent fairness opinion with respect
to the Offer by Pareto Securities AS commissioned by the independent members of
Board of Directors, which will be disclosed as part of the Offer Document.
The Board of Directors of the Company has resolved to settle all outstanding
share options prior to the Offer. The option holders will receive a cash amount
equal to the difference between the exercise price for their various options and
the Cash Consideration of NOK 24 per Share. Such settlement is, for the
avoidance of doubt, not decisive for the Offeror's position of holding
pre-acceptance undertakings for enough shares to cross the 90 % threshold on a
fully diluted basis.
As at the date of this announcement, the directors of the Offeror are Kristian
Mørch and Nicholas Lykiardopulo.
Subject to the relevant conditions, the Offeror intends to carry out a
compulsory acquisition to acquire the shares of non-assenting and dissenting
Shareholders and following completion of the Offer, the Offeror will propose
that the general meeting of the Company resolves that the Company shall apply to
Oslo Stock Exchange for the delisting of the Company's shares.
The Offer is not subject to any conditions and valid acceptances by shareholders
in the Company are irrevocable. The complete terms and conditions for the Offer,
including a description of the procedure for acceptance of the Offer, will be
included in the Offer Document estimated to be published on or about 23 October
2023. The Offer Document will also be sent free of charge to all shareholders in
the Company as registered in the shareholder register in the Norwegian Central
Securities Depository as of the date of the Offer Document, save to
jurisdictions where the Offer Document may not be lawfully distributed or may
require registration or other measures. Availability of the Offer and/or Share
Consideration is expected to be subject to legal restrictions in certain
jurisdictions.
The directors of the Offeror (including those who may have delegated detailed
supervision of this announcement) have taken all reasonable care to ensure that
the facts stated and all opinions expressed in this announcement are fair and
accurate and that no material facts have been omitted from this announcement and
they jointly and severally accept responsibility accordingly. Where any
information has been extracted or reproduced from published or otherwise
publicly available sources, the sole responsibility of the directors of the
Offeror has been to ensure, through reasonable enquiries, that such information
is accurately and correctly extracted from such sources or, as the case may be,
reflected or reproduced in this announcement.
Skandinaviska Enskilda Banken AB Corporate Finance Unit is acting as financial
advisor to the Offeror and Skandinaviska Enskilda Banken AB (publ) Oslofilialen
is acting as receiving agent in the Offer. Advokatfirmaet Thommessen AS is
acting as legal advisor to the Offeror. Pareto Securities AS is acting as
financial advisor to the Company. Advokatfirmaet Schjødt AS is acting as legal
advisor to the Company.
As the Company is incorporated and registered under the laws of Singapore, the
Offer is made in compliance with the applicable Singapore laws and regulatory
requirements, including without limitation, the requirements of the Singapore
Code on Take-overs and Mergers (the "Code"). Please see the attached document
for further information regarding the Offer pursuant to the requirements of the
Code.
A copy of this announcement is available on the Company's website and available
for inspection at the registered office of the Company at 10 Pasir Panjang Road,
#17-01, Mapletree Business City, Singapore 117438 during normal business hours
from the date of this announcement up to close of the Offer.
For further information, please contact:
SEB Corporate Finance
E-mail: webseb@seb.no
IMPORTANT INFORMATION
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 Uta Urbaniak-Sage, CFO, BW Epic Kosan, on 9
October 2023 at 07:30 CEST.
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. Consent
under the Exchange Control Act 1972 (and its related regulations) is required
from the Bermuda Monetary Authority for the issue and transfer of any shares in
the Offeror to and between non-residents of Bermuda for exchange control
purposes. 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.