OW Bunker publishes prospectus and sets indicative price

COMPANY ANNOUNCMENT 18 March 2014 No. 1/2014 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN This announcement is not a prospectus but an advertisement and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in OW Bunker A/S ("OW Bunker" or the "Company") except on the basis of information in the prospectus published by OW Bunker in connection with the potential offering and admission of such securities to trading and official listing on NASDAQ OMX Copenhagen A/S ("NASDAQ OMX Copenhagen"). OW Bunker publishes prospectus and sets indicative price range in connection with its contemplated IPO OW Bunker today publishes a prospectus and sets the indicative price range in connection with its contemplated initial public offering ("IPO" or the "Offering") and subsequent admission to trading and listing of its shares on NASDAQ OMX Copenhagen. The contemplated IPO consists of a limited issue of new shares by the Company and a partial sale of existing shares by the Company's major shareholder, ultimately owned by Altor Fund II ("Altor") and certain current and former employees and directors of the Company. The IPO is an important milestone for OW Bunker, providing a long-term platform to support the Company's strategy and future growth, further enhancing the Company's profile as well as furnishing a diversified base of new Danish and international shareholders, both institutional and private. Jim Pedersen, OW Bunker's CEO, commented: "We are pleased to launch our initial public offering, and are looking forward to meeting potential institutional and private investors in the coming weeks, presenting the quality and strengths of our business. With our well-invested, scalable business platform and global reach, we are well positioned to continue our solid performance and to welcome new shareholders." Søren Johansen, Deputy Chairman of OW Bunker commented: "Based on years of solid and profitable growth, OW Bunker has developed into one of the world's leading independent marine fuel distributors. We believe now is the right time for OW Bunker to take this important next step and invite new shareholders to take part in the continued successful development of the company." Selected highlights of the IPO * The indicative price range has been set at DKK 120 to DKK 150 per share of DKK 1 nominal value each * The indicative price range corresponds to an implied market value of OW Bunker of approximately DKK 4.4 billion to DKK 5.5 billion, after the issue of new shares in the IPO * The IPO comprises the following: * 733,333 - 916,667 new shares to be issued by OW Bunker, resulting in gross proceeds of DKK 110 million * An offering of up to 18,438,766 shares by the Company's major shareholder, Altor, members of the Company's Board of Directors, the members of the Company's executive management, certain key employees of OW Bunker as well as certain other current and former employees and directors of the Company * An overallotment option of up to 2,890,163 shares granted by Altor * The proceeds of the issue of new shares by the Company will be used to partly repay a specific non-operational loan payable in connection with the IPO * Following the IPO, the free float will be 40%-60%, depending on the final number of shares to be sold and the potential exercise of the overallotment option * The offer price and the exact number of shares to be sold in connection with the IPO will be determined through a book-building process and are expected to be announced through NASDAQ OMX Copenhagen no later than 8:00 am CET on 2 April 2014 * The offer period will commence on 20 March 2014 and will close no later than 4:00 pm CET on 1 April 2014. The offering for orders up to and including DKK 3 million may be closed before the remainder of the Offering is closed, but not before 5:01 pm CET on 26 March 2014. Any such earlier closing in whole or in part will be published through NASDAQ OMX Copenhagen * The shares sold in the IPO are expected to be admitted to trading and official listing on NASDAQ OMX Copenhagen no later than 2 April 2014 under the symbol "OW" * The offer shares will be issued under ISIN DK0060548386 Information on the Offering The Offering includes: * An initial public offering in Denmark to institutional and retail investors * A private placement in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities ACT) in reliance on Rule 144A * Private placements to international institutional investors outside Denmark and the United States The shares are expected to be delivered on or about 7 April 2014 (the "Settlement Date") against payment in immediately available funds in Danish kroner (DKK). The shares will be delivered in book-entry form on the Settlement Date to investors' accounts with VP SECURITIES A/S and through the facilities of Euroclear Bank, S.A./N.A. and Clearstream Banking S.A. All settlement in connection with the Offering will take place in ISIN DK0060548386. Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige and Morgan Stanley & Co. International Plc are acting as Joint Global Coordinators in the Offering, Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige, Morgan Stanley & Co. International Plc and Nordea Markets (division of Nordea Bank Danmark A/S) are acting as Joint Bookrunners in the Offering and ABG Sundal Collier Norge ASA, Copenhagen Branch is acting as Co-Lead Manager in the Offering. Offering Circulars An English language prospectus and a Danish translation thereof (together, the "Offering Circulars") have been prepared. Special attention should be given to the risk factors which are described in the beginning of the Offering Circulars. The Offering Circulars will be made available to eligible investors at no cost at the registered office of OW Bunker A/S, Denmark. The Offering Circulars can also be obtained upon request from Carnegie Investment Bank, Overgaden neden Vandet 9b, DK-1414 Copenhagen, Denmark, phone +45 3288 0200, e-mail prospekter@carnegie.dk; Nordea Bank Danmark A/S, Securities Operations, Helgeshøj Allé 33, 2630 Taastrup, Denmark, phone +45 3333 2155, e-mail prospekt.ca@nordea.com, or ABG Sundal Collier Norge ASA, Copenhagen Branch, Forbindelsesvej 12, 2100 Copenhagen, Denmark, phone +45 3318 6100, e-mail prospekter@abgsc.dk and can be requested through Nordea's branches in Denmark. The Offering Circulars are also available to eligible persons on the OW Bunker website, www.owbunker.com. For further information, please contact: Jim Pedersen, CEO, tel.: +45 9812 7277 For media enquiries: Per Bech Thomsen, Group Communications, tel.: +45 3137 3133 This document and the information contained herein are not for distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada or Japan. This communication does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada or Japan or in any jurisdiction in which any offer or solicitation would be unlawful. The securities of OW Bunker A/S have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This communication is not a prospectus for the purpose of directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the "Prospectus Directive"). The prospectus prepared pursuant to the Prospectus Directive can be obtained from OW Bunker A/S' registered office and website, with certain limitations. Investors should not purchase or otherwise acquire any securities referred to in this communication except on the basis of information contained in a prospectus. In any EEA Member State, other than Denmark, that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This communication is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iv) other persons to whom it may lawfully be communicated (the persons described in (i) through (iv) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Stabilisation/FCA The Joint Global Coordinators, Joint Bookrunners and the Co-Lead Manager and their affiliates are acting exclusively for OW Bunker A/S and the selling shareholders and no-one else in connection with the contemplated IPO. They will not regard any other person as their respective clients in relation to the contemplated IPO and will not be responsible to anyone other than OW Bunker A/S and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the contemplated IPO, the contents of this communication or any transaction, arrangement or other matter referred to herein. In connection with the contemplated IPO, the Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager and any of their affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of OW Bunker A/S or related investments in connection with the contemplated IPO or otherwise. Accordingly, references in the prospectus to the shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, acquisition, placing or dealing by, such Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager and any of their affiliates acting as investors for their own accounts. The Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Matters discussed in this communication may constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and anticipated or planned financial and operational performance and can be identified by words such as "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimate" or similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although OW Bunker A/S believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. [HUG#1769292]