BWG Homes ASA: CONTEMPLATED PRIVATE PLACEMENT IN THE AMOUNT OF NOK 300-400 MILLION, REPAIR ISSUE AND POSSIBLE ISSUANCE OF A BOND LOAN
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
The Board of Directors of BWG Homes ASA (BWG) intends to raise new equity in the amount of NOK 300-400 million through a private placement directed towards existing shareholders and new investors. The minimum subscription amount in the private placement will be EUR 50,000 or the equivalent in NOK. The subscription price will be determined through a book-building process; the final price is subject to Board approval.
Completion of the private placement is subject to Board of Directors proposing a resolution to increase the capital which is approved by the shareholders at an Extraordinary General Meeting scheduled for 7 March 2012. Shareholders and others applying for shares in the private placement undertakes to vote in favour of the private placement at the Extraordinary General Meeting.
Arctic Securities ASA has been engaged as sole-lead manager and bookrunner for the Private Placement and the repair issue.
Arctic Securities ASA has received pre-committed applications at market terms for a substantial amount of the private placement amount of NOK 300-400 million, in which pre-commitments from the two largest shareholders, Oslo Bolig og Sparelag and Lani Industrier AS, which in total controls 35.84% of the share capital in BWG have subscribed for their relative portion. The application period will start on Tuesday 14 February at 17:30 pm CET and be open until 08:00 am CET on Wednesday 15 March 2012. However, the Company, together with the Manager, reserve the right to close (at the earliest 14 February 2012 at 20:00 CET) or extend the application period at any time.
The shares issued in the private placement will not be listed on Oslo Børs until the Norwegian Financial Supervisory Authority has approved a listing prospectus. This prospectus will also describe the repair issue and is expected to be approved on or about 21 March 2012.
There will be a subsequent repair issue in the amount of up to NOK 40 million at same subscription price as in the private placement. The repair issue will be directed at existing shareholders as of 14 February 2012 who has not been given opportunity to participate in the private placement. The subscription period for the repair issue is expected to commence 21 March 2012.
Subsequent to the private placement, BWG also considers to issue a three year unsecured bond loan up to NOK 300 million.
For further information, please contact
Lars Nilsen, CEO, tel. +47 23 24 60 00
Arnt Eriksen, CFO, tel. +47 23 24 60 37, +47 922 14 625
Important Notices
The contents of this announcement have been prepared by and are the sole responsibility of BWG Homes ASA (BWG). Arctic Securities ASA is acting exclusively for BWG and no one else and will not be responsible to anyone other than BWG for providing the protections afforded to their respective clients, or for advice in relation to the contemplated private placement and possible subsequent offering, the contents of this announcement or any of the matters referred to herein.
The distribution of this announcement and other information in connection with the private placement and the possible subsequent offering may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The private placement and the possible subsequent offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful.
This announcement is not an offer to sell or the solicitation of any offer to buy any BWG shares or other securities of BWG (the Securities) in the United States, nor shall there be any sale of the Securities in any state thereof in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Securities may only be offered and sold in the United States pursuant to an effective registration statement filed with the United States Securities and Exchange Commission or pursuant to an exemption from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended. Any public offering of the Company's securities in the United States will be made only by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements and other information relevant to investors
The BWG shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan.
In the United Kingdom, this announcement is directed only at persons who (i) have professional experience in matters relating to investments falling 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, (iii) are outside the United Kingdom, or (iv) 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. This announcement is directed only at such persons and must not be acted on or relied on by persons in the United Kingdom who are not such persons. Any investment or investment activity to which this announcement relates is available in the United Kingdom only to such persons and will be engaged in only with such persons and no other persons in the United Kingdom should rely or act upon this announcement.
All investment is subject to risk. The value of the BWG shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)