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 /Singapore ,24 November 2023 -Web Holding Limited (the "Offeror") andBW Epic Kosan Ltd. (the "Company") refer to the following announcements: (a) 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"); (b) the composite document dated23 October 2023 ("Composite Document") comprising of, amongst other things, the following: (i) the formal offer document ("Offer Document") by the Offeror in relation to the Offer, and together with the acceptance form in relation to the Offer ("Acceptance Form"); and (ii) the offeree circular ("Offeree Circular") 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; (c) the announcement released on26 October 2023 in relation to the level of acceptances, compulsory acquisition under Section 215(1) of the Companies Act 1967 (the "Companies Act"), and despatch of notices pursuant to Sections 215(1) and 215(3) of the Companies Act; and (d) the announcement made by the Offeror on20 November 2023 regarding the close of the Offer and the final level of acceptances in the Offer. Unless otherwise defined, all capitalised terms not defined herein shall have the same meanings ascribed to them in the Composite Document. SETTLEMENT OF THE OFFER The Offeror hereby announces that settlement of the Offer has been made in accordance with section 4.20 of the Offer Document (the "Settlement"). Following the Settlement, and as of today, the Offeror holds in total 159,308,304 shares in the Company, equaling approximately 99.8% of the Shares of the Company.Skandinaviska Enskilda Banken AB (publ),Oslo Branch (the "Receiving Agent") has carried out the Settlement of the Offer for shareholders who had accepted the Offer by returning the Acceptance Forms before the close of the Offer Period (the "Accepting Shareholders") for both the (i) Accepting Shareholders who accepted a cash offer price ofNOK 24 per Share in the Company (the "Cash Consideration"), and (ii) the Accepting Shareholders who accepted the share alternative, whereby the Accepting Shareholder elected to receive Settlement in the form of shares in the Offeror on a 1:1 basis (the "Securities Consideration"). CASH CONSIDERATION The Receiving Agent has as of today transferred tendered Shares registered with the Norwegian Central Securities Depositaries to a securities account in the name of the Offeror on behalf of the Accepting Shareholders who had accepted the Cash Consideration against payment of the Cash Consideration. The Accepting Shareholders who elected the Cash Consideration are expected to receive the Settlement amount on their respective bank accounts on or about24 November 2023 . SECURITIES CONSIDERATION On22 November 2023 , the board of directors of the Offeror resolved to issue new shares to the Accepting Shareholders who had accepted the Share Consideration by way of Accepting Shareholders contributing existing shares as a contribution in kind on a 1:1 basis. On22 November 2023 , the Receiving Agent transferred tendered Shares registered with the Norwegian Central Securities Depositary to a securities account in the name of the Offeror on behalf of Accepting Shareholders who had accepted the Share Consideration, and signed the subscription form of new shares in the Offeror on behalf of the Accepting Shareholders who accepted the Share Consideration, in accordance with the proxy given to the Receiving Agent in the Acceptance Forms. TheBermuda Monetary Authority approved the issuance of new shares in the Offeror as of today and the Accepting Shareholders are registered in the register of members in the Offeror as of today. COMPULSORY ACQUISITION As announced by the Offeror on26 October 2023 , the Offeror has received valid acceptances pursuant to the Offer of not less than 90 per cent of the total number ofOffer Shares in issue (other than those already held, or treated to be held by the Offeror as at16:00 CEST on25 October 2023 ), and the Offeror is entitled to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Offer Shares held by Shareholders who has not accepted the Offer ("Dissenting Shareholders") as at the Closing Date (being16:30 CET on20 November 2023 ) on the same terms as those offered under the Offer. As announced by the Offeror on26 October 2023 , the Offeror has on26 October 2023 given notice in the form prescribed under the Companies Act ("Form 57") pursuant to Section 215(1) of the Companies Act, together with a cover letter (the "Letter"), to the Dissenting Shareholders. On26 October 2023 , the Offeror has also despatched, together with the Letter, a Notice to Non-Assenting Shareholder in the form prescribed under the Companies Act ("Form 58"). Each Dissenting Shareholder is entitled to elect either the Cash Consideration or the Securities Consideration (but not a combination of both) in respect of all itsOffer Shares within the timeline as prescribed under Section 215(1A) of the Companies Act (the "CA Election Period"). Dissenting Shareholders who have failed to make an election as to the form of the consideration on or before the expiry of the CA Election Period shall be deemed to have elected to receive, and shall receive, the Cash Consideration in respect of all itsOffer Shares . As the Offeror will be proceeding to compulsorily acquire the Offer Shares of the Dissenting Shareholders, the Dissenting Shareholders need not take any action in relation to their right under Section 215(3) of the Companies Act. Dissenting Shareholders who nevertheless wish to exercise such right or who are in any doubt as to their position are advised to seek their own independent legal advice. The Offeror intends to exercise its right of compulsory acquisition pursuant to Section 215(1) of the Companies Act to acquire all the Offer Shares held by the Dissenting Shareholders after26 November 2023 , being the date falling after the expiration of one month from26 October 2023 (being the date of the Form 57), subject to and on the terms set out in Form 57. A separate announcement will be issued when the compulsory acquisition has been resolved by the board of directors of the Offeror. 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. Advisors:Skandinaviska Enskilda Banken AB's Corporate Finance Unit ("SEB Corporate Finance") 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 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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