TITLE: BW EPIC KOSAN LTD. – EXERCISE OF RIGHT OF COMPULSORY ACQUISITION UNDER SECTION 215 (1) OF THE COMPANIES ACT
CATEGORY: ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
Oslo, 28 November 2023 – Web Holding Limited (the “Offeror“) refers to:
(a) the composite offer document dated 23 October 2023 (the “Offer Document“) issued by the Offeror and BW Epic Kosan Ltd. (the “Offeree“), in connection with the recommended voluntary unconditional offer (the “Offer“) for all the issued and paid-up ordinary shares (the “Shares“) in the capital of the Offeree (the “Offer Shares“); and
(b) the letter to shareholders of the Offeree (“Shareholders“) dated 26 October 2023 with regard to, inter alia, (i) the Offeror’s intention to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act to compulsorily acquire all the remaining Shares of Shareholders who have not accepted the Offer (the “Dissenting Shareholders“) (“Compulsory Acquisition“); and (ii) the right of the Dissenting Shareholders under Section 215(3) of the Companies Act to require the Offeror to acquire the Offer Shares held by them;
(c) the announcement dated 26 October 2023 in relation to, inter alia, the Offeror’s intention to exercise its right of compulsory acquisition and the despatch of documents relating to the Compulsory Acquisition.
All capitalised terms used but not defined herein shall have the same meanings given to them in the Offer Document, unless otherwise expressly stated or the context otherwise requires.
EXERCISE OF RIGHT OF COMPULSORY ACQUISITION UNDER SECTION 215(1) OF THE COMPANIES ACT
The Offeror wishes to announce that it has today exercised its right of Compulsory Acquisition to compulsorily acquire all the remaining Shares held by Dissenting Shareholders.
Dissenting Shareholders who have failed to make an election as to the form of the consideration within the timeline as prescribed under Section 215(1A) of the Companies Act shall be deemed to have elected to receive, and shall receive, the Cash Consideration in respect of all its Shares.
The Shares held by Dissenting Shareholders will be transferred to the Offeror and register the Offeror as the holder of all those Shares as soon as practically possible. The Dissenting Shareholders will receive settlement on their respective accounts on or about 1 December 2023.
Following the completion of the Compulsory Acquisition, the Offeror will own all the Shares of the Offeree and the Offeror will then proceed to apply for a delisting the Offeree from Euronext Growth Oslo.
RESPONSIBILITY STATEMENT
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.
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.
Issued by
WEB HOLDING LIMITED
28 November 2023
For further information, please contact:
Skandinaviska Enskilda Banken AB Corporate Finance
E-mail: webseb@seb.no
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. 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.
