Restricted access
Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Please read the following information carefully. You should read it in full each time you visit this website, and your confirmation must be true and accurate.
The following information is prepared in connection with the recommended voluntary offer (the "Offer") to acquire shares of BW Ideol AS (the "Company", and together with its consolidated subsidiaries, the "Group"), which is listed on Euronext Growth Oslo, by BW Sirocco Holdings AS (the "Offeror").
The information contained in this section of the website of the Company and the Offeror is (a) only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) ("QIBs") or (ii) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Canada, Australia, Hong Kong, South Africa and Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer of, or an invitation to purchase, any securities of the Company or the Offeror in the United States, Canada, Australia, Hong Kong South Africa, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction..
The securities mentioned herein (the "Securities") have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold except: (i) within the United States to persons reasonably believed, and verified, as applicable, to be QIBs, as defined in Rule 144A under the U.S. Securities Act, in transactions exempt from the registration requirements of the U.S. Securities Act or (ii) to certain persons outside the United States in offshore transactions within the meaning of, and in compliance with the safe harbour from the registration requirements provided by Regulation S under the U.S. Securities Act and in each case, in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.
Furthermore, the Securities may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Canada, Australia, Hong Kong, South Africa, Japan or any jurisdiction in which it would not be permissible to offer the Securities.
Additionally, in the UK, any material in relation to the Offer described herein is only being distributed to and is only directed at persons who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (i.e. the Order); (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made, (i.e. all such persons together being referred to as "Relevant Persons"). In the UK, the Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, Relevant Persons. Any such person who is not a Relevant Person should not act or rely on this document or any of its contents.
The information and documents on this portion of the website are advertisements and do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (such regulation, together with any amendments thereto and any applicable implementing measures in the relevant home Member State under such regulation, the “EU Prospectus Regulation”).
Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained in this section of the website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company and the Offeror assumes no responsibility if there is a violation of applicable law and regulations by any person.In jurisdictions outside the United States and the EEA where the Offer would be permissible, the Securities will only be offered pursuant to applicable exceptions from prospectus requirements in such jurisdictions
