BW OFFSHORE: ALLOCATION TO PRIMARY INSIDERS IN THE RIGHTS ISSUE
July 19 2016 - 2:31AM
This
announcement is not for release, publication or distribution
(directly or indirectly) in or to the United States, Canada,
Australia or Japan. It is not an offer of securities for sale in or
into the United States, Canada, Australia, the Hong Kong Special
Administrative Region of the People's Republic of China, South
Africa or Japan.
This
announcement is not an offer of securities for sale in the United
States. The new shares to which this announcement relates have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an
exemption from registration under the Securities Act. There will
not be a public offering of shares in the United States.
BW OFFSHORE:
ALLOCATION TO PRIMARY INSIDERS IN THE RIGHTS ISSUE
19 July 2016: Reference is made to
the stock exchange announcement made by BW Offshore Limited (the
"Company") on 18 July 2016 regarding the final results of the fully
underwritten rights issue (the "Rights Issue") by the Company of
8,559,810,000 new common shares of USD 0.01 each (the "Offer
Shares") at a subscription price of NOK 0.10 per Offer Share (the
"Subscription Price").
The following shareholder
represented on the Board of Directors of the Company and the
following primary insiders/close relatives of primary insiders of
the Company have been allocated Offer Shares in the Rights Issue at
the Subscription Price in accordance with the terms set out in the
prospectus dated 30 June 2016 and the supplemental prospectus dated
8 July 2016:
- BW Group Limited (represented on the Board of
Directors of the Company by Andreas Sohmen-Pao (Chairman) and
Carsten Mortensen (Board member)) has been allocated 4,274,329,915
Offer Shares and will hold 4,616,642,163 shares in the Company
(representing approximately 49.9214% of the votes and shares in the
Company) following completion of the Rights Issue.
- Christophe Pettenati-Auzière (member of the Board
of Directors) has been allocated 9,000,000 Offer Shares and will
hold 10,000,000 shares in the Company following completion of the
Rights Issue.
- Maarten Scholten (member of Board of Directors)
has been allocated 7,442,037 Offer Shares and will hold 8,038,037
shares in the Company following completion of the Rights
Issue.
- Carl Krogh Arnet (Chief Executive Officer) has
been allocated 93,638,327 Offer Shares and will hold 101,137,408
shares in the Company following completion of the Rights Issue. In
addition, close relatives of Carl Krogh Arnet will hold 4,019,018
shares in the Company following the Rights Issue (ref below). Carl
Krogh Arnet and his close relatives will accordingly in total hold
105,156,426 shares in the Company following completion of the
Rights Issue.
- Hilde Arnet (a close relative of the Chief
Executive Officer Carl K. Arnet) has been allocated 3,121,660 Offer
Shares and will hold 3,371,660 shares in the Company following
completion of the Rights Issue.
- Johan Arnet (a close relative of the Chief
Executive Officer Carl K. Arnet) has been allocated 412,059 Offer
Shares and will hold 445,059 shares in the Company following
completion of the Rights Issue.
- Tarald Arnet (a close relative of the Chief
Executive Officer Carl K. Arnet) has been allocated 187,299 Offer
Shares and will hold 202,299 shares in the Company following
completion of the Rights Issue.
- Knut Sæthre (CFO) has been allocated 10,836,803
Offer Shares and will hold 10,836,803 shares in the Company
following completion of the Rights Issue.
- Marco Beenen (Chief Operation Officer) has been
allocated 1,300,000 Offer Shares and will hold 1,400,000
shares in the Company following completion of the Rights
Issue.
- Magda Vakil (Head of Legal) and a close associate
of her have been allocated 574,384 and 112,379 Offer Shares,
respectively. Following completion of the Rights Issue, Magda Vakil
and her close associate will respectively hold 620,384 and 121,379
shares in the Company (741,763 shares in total).
- Rune Bjorbekk (Chief Commercial Officer) has been
allocated 6,700,000 Offer Shares and will hold 7,000,000 shares in
the Company following completion of the Rights Issue.
- Ståle Andreassen (SVP Finance) has been allocated
10,613,644 Offer Shares and will hold 11,463,644 shares in the
Company following completion of the Rights Issue.
- Ketil Eik (SVP Treasury) has been allocated
2,029,730 Offer Shares and will hold 2,179,730 shares in the
Company following completion of the Rights Issue.
- Christina Chu (Manager Office Management &
Administration) has been allocated 26,708 Offer Shares and will
hold 28,847 shares in the Company following completion of the
Rights Issue.
For further information, please
contact:
Knut R. Sæthre, Chief Financial
Officer, +47 911 17 876
About BW Offshore:
BW Offshore is a leading global
provider of floating production services to the oil and gas
industry. BW Offshore has a fleet of 14 owned FPSOs and one FSO
represented in all major oil & gas regions world-wide. The
company also operates two additional FPSOs. BW Offshore has a long
track record on project execution and operations. In more than 30
years of production, BW Offshore has executed 38 FPSO and FSO
projects. The company is listed on the Oslo Stock Exchange.
Further information is available
on www.bwoffshore.com.
This information is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.
IMORTANT INFORMATION:
This announcement is not an offer
to sell or a solicitation of offers to purchase or subscribe for
securities of BW Offshore Limited. This announcement is not a
prospectus for the purposes of Directive 2003/71/EC (as amended,
together with any applicable implementing measures in any Member
State, the "Prospectus Directive"). Copies of this announcement may
not be sent to jurisdictions, or distributed in or sent from
jurisdictions, in which this is barred or prohibited by law. The
information contained herein shall not constitute an offer to sell
or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any jurisdiction. A decision to invest in
securities of BW Offshore Limited referred to in this announcement
should be based exclusively on the prospectus published by BW
Offshore Limited for such purpose.
This announcement and the
information contained herein is not for publication or distribution
into the United States of America and should not be distributed or
otherwise transmitted into the United States or publications with a
general circulation in the United States. This announcement does
not constitute an offer or invitation to subscribe for or to
purchase any securities in the United States of America. The new
shares referred to herein have not been and will not be registered
under the Securities Act or the laws of any state and may not be
offered or sold in the United States of America absent registration
or an exemption from registration under the U.S. Securities Act of
1933, as amended (the "Securities Act"). There will be no public
offering of the new shares in the United States of America.
The information contained herein
does not constitute an offer of securities to the public in the
United Kingdom. No prospectus offering securities to the public
will be published in the United Kingdom. This announcement is only
being distributed to and is only directed at (i) persons who are
outside the United Kingdom or (ii) to investment professionals
falling within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")
or (iii) high net worth entities, and other persons to whom it 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").
The new shares are only available
to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such Shares will be engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on this announcement or any of its contents.
Any offer of securities to the
public that may be deemed to be made pursuant to this communication
in any EEA Member State that has implemented Prospectus Directive
is only addressed to qualified investors in that Member State
within the meaning of the Prospectus Directive.
This publication may contain
specific forward-looking statements, e.g. statements including
terms like "believe," "assume," "expect," "forecast," "project,"
"may," "could," "might," "will" or similar expressions. Such
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may result in a substantial
divergence between the actual results, financial situation,
development or performance of BW Offshore Limited and those
explicitly or implicitly presumed in these statements. Against the
background of these uncertainties, readers should not rely on
forward- looking statements. BW Offshore Limited assumes no
responsibility to up-date forward-looking statements or to adapt
them to future events or developments.
This information is subject to the
disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: BW Offshore via Globenewswire
HUG#2029321
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