NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINTHE UNITED STATES ,CANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH-AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURESOslo ,23 October 2023 -Web Holding Limited (the "Offeror") andBW Epic Kosan Ltd. (the "Company") refer to the announcement ("Offer Announcement") made by the Offeror on9 October 2023 , in connection with the recommended voluntary unconditional general offer (the "Offer") to acquire all outstanding issued ordinary shares ("Shares") in the Company (collectively, the "Offer Shares " and each, an "Offer Share") and the announcement dated9 October 2023 issued by the Company in response to the Offer Announcement and in relation to its appointment ofPareto Securities AS as the independent financial adviser (the "IFA ") to advise the directors of the Company who are considered independent for the purposes of the Offer (the "Independent Directors") in relation to the Offer. The Offeror and the board of directors of the Company (the "Company Directors" or the "Board") wish to jointly announce that the Composite Document dated23 October 2023 has been issued to the shareholders of the Company ("Shareholders") and that the offer period will commence today. The Composite Document comprises, amongst other things, the following: (a) the formal offer document ("Offer Document") issued on the date hereof by the Offeror in relation to the Offer, together with the acceptance form in relation to the Offer ("Acceptance Form"); and (b) the offeree circular ("Offeree Circular") issued on the date hereof by the Company, which sets out the recommendations of the Independent Directors, together with the letter dated5 October 2023 from theIFA to the Independent Directors containing their fairness opinion in respect of the Offer. Under the Offer, Shareholders will be offered a cash offer price ofNOK 24 per Share in the Company (the "Cash Consideration"). The cash offer price represents a premium of 13.2% to the closing price of the Shares on6 October 2023 (the last trading day prior to the announcement of the Offer) and a premium of 12.3% to the average volume weighted share price during the last three months up to and including6 October 2023 . The Offer will also include a share alternative, whereby the Shareholders may elect to receive settlement for their Shares in the Company in the form of shares in the Offeror on a 1:1 basis (the "Securities Consideration"). The shares in the Offeror are not, and are not intended to be, listed on any stock exchange, regulated market or multilateral trading facility and will be subject to certain transfer restrictions for a private company limited by shares underBermuda law and as set out in the Offeror's bye-laws. The Offer is unanimously recommended by the Independent Directors, on the basis of a fairness opinion with respect to the Offer byPareto Securities AS commissioned by the Independent Directors, which is disclosed as part of the Composite Document. The Offeror has received pre-acceptance undertakings for 95.1% of the Shares in the Company. PROCEDURES FOR ACCEPTANCE AND CLOSING DATE The complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, are set out in Section 4.13, Part 1 (Offer Document) of the Composite Document. The Offer can only be accepted based on the Composite Document. Subject to regulatory restrictions in certain jurisdictions, the Composite Document will be made available at https://sebgroup.com/bwek and https://bwek.com/investor-relations/press-releases from today,23 October 2023 , the date for commencement of the offer period, and may be obtained free of charge during ordinary business hours at the offices of the receiving agent,Skandinaviska Enskilda Banken AB (publ),Oslo Branch, Filipstad Brygge 1, 0252Oslo, Norway . The Offeror and the Company will jointly issue a notification of dissemination of the Composite Document to the Shareholders (the "Notification"). The Notification will also be accompanied by the Acceptance Form. The Notification (including the Acceptance Form) will be printed and sent by post to all Shareholders. The offer period for the Offer will commence at 09:00 hours (CEST) today,23 October 2023 , and expire at 16:30 hours (CET) on20 November 2023 (the "Closing Date"). The Offeror does not intend to extend the Offer beyond the Closing Date and the Offer will not be open for acceptances beyond the Closing Date. The Offeror does not intend to revise the terms of the Offer. Accordingly, the Offer will close at the Closing Date and will not be open for acceptances beyond the Closing Date and the terms of the Offer will not be revised, save that such notice shall not be capable of being enforced in a competitive situation. Shareholders who wish to accept the Offer must return the Acceptance Form properly completed and signed to the Receiving Agent prior to the Closing Date. The Offeror reserves the right to reject any Acceptance Form that is not correctly or lawfully completed or that is received after the Closing Date. INDEPENDENT ADVICE The Offeror and its advisers do not purport to advise the Shareholders or any other person. In preparing the Composite Document, the Offeror and its advisers have not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any individual Shareholder. The recommendations of the Independent Directors on the Offer and the fairness opinion of theIFA to the Independent Directors on the Offer have been made available by the Company to the Shareholders in the Composite Document. Shareholders may wish to consider their advice before taking any action in relation to the Offer. If any Shareholder is in any doubt about the Offer or the action that he should take, he should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers immediately. DIRECTORS' RESPONSIBILITY STATEMENT Offeror: 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 (other than those relating to the Company) are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company, the sole responsibility of the directors of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. Company: The Company Directors (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 (other than those relating to the Offeror or the Offer) are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror, the sole responsibility of the Company Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. ADVISORS: Skandinaviska Enskilda Banken AB Corporate Finance Unit is acting as financial advisor to theOfferor andSkandinaviska Enskilda Banken AB (publ) Oslofilialen is acting as receiving agent in the Offer.Advokatfirmaet Thommessen AS is acting as legal advisor to the Offeror.Pareto Securities AS is acting as financial advisor to the Company. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company. For further information, please contact: SEB Corporate Finance E-mail: webseb@seb.no Questions related to acceptance of the Offer shall be directed to:Skandinaviska Enskilda Banken AB (publ),Oslo Branch E-mail: acceptance@seb.no IMPORTANT INFORMATION This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution inAustralia ,Canada , theHong Kong special administrative region ofthe 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 inthe 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 withinthe United States or toU.S. Persons unless registered under theU.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 inthe United States and is relying on exemptions from registration. The Offer will be made to shareholders inthe United States in compliance with applicableU.S. securities laws and regulations, including Section 14(e) and Regulation 14E under theU.S. Securities Exchange Act of 1934, as amended. Copies of this announcement are not being, and should not be, distributed in or sent intothe United States . In theUnited 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 theBermuda Monetary Authority for the issue and transfer of any shares in the Offeror to and between non-residents ofBermuda 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 intoUnited 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, inthe United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered underthe United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold inthe 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 inthe United States or to conduct a public offering of the securities inthe United States . Copies of this announcement are not being made and may not be distributed or sent intoAustralia ,Canada ,Japan orthe United States .
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