Settlement of the voluntary unconditional tender offer for Aurora and new share capital
This announcement is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan.
BW LPG – Settlement of the voluntary unconditional tender offer for Aurora and new share capital
(Singapore, 8 December 2016)
Reference is made to the previous stock exchange announcements made by BW LPG Limited ("BW LPG", the "Company", OSE ticker code: "BWLPG") regarding BW LPG's voluntary unconditional tender offer (the "Offer") to acquire all the outstanding shares in Aurora LPG Holding ASA ("Aurora LPG") not already owned by BW LPG, including the stock exchange announcement dated 7 December 2016 regarding the final results of the Offer.
BW LPG has today completed the settlement of the Offer. 5,647,543 new shares in BW LPG has been issued and will be delivered to the VPS accounts of accepting Aurora LPG shareholders who have chosen to receive their consideration partially in BW LPG shares (the partial share alternative). The new number of issued and outstanding shares in BW LPG is 141,938,998, and all shares are validly and legally issued, fully paid-up and properly registered. The consideration shares are registered in book-entry form with the VPS under ISIN BMG173841013 and will be listed and tradable on the Oslo Stock Exchange as from tomorrow, 9 December 2016.
The cash consideration payable by BW LPG to accepting Aurora LPG Shareholders, under the partial share alternative and to Aurora LPG shareholders who have chosen to fully receive the consideration in cash, will be transferred to their respective bank accounts in the VPS today.
For further information, please contact:
Elaine Ong, CPA, CA
Chief Financial Officer
Tel: +65 6705 5506
John Papaioannou, CFA
Senior Manager, Strategy & Investor Relations
Tel: +65 6705 5514
About BW LPG
BW LPG is the world's leading owner and operator of LPG vessels. BW LPG currently owns and operates 43 Very Large Gas Carriers (VLGC) and Large Gas Carriers (LGC) with a total carrying capacity of over 3.1 million cbm. In addition, BW LPG has 4 VLGC newbuildings under construction. With four decades of operating experience in LPG shipping and experienced seafarers and staff, BW LPG offers a flexible and reliable service to customers. BW LPG is associated with BW Group, one of the world's leading shipping groups. BW Group is involved in oil and gas transportation, floating gas infrastructure, environmental technologies and deep-water production.
This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of BW LPG Limited. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of BW LPG Limited referred to in this announcement should be based exclusively on the prospectus published by BW LPG Limited for such purpose.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or are exempt from registration. The shares of BW LPG Limited that are being offered in the Offer referred to in this announcement have not been and will not be registered under the Securities Act, and BW LPG Limited does not intend to make a public offering of its shares in the United States. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
NOTICE TO U.S. HOLDERS:
The Offer described in this announcement has been made for the shares of Aurora LPG, a Norwegian company, and is subject to Norwegian disclosure requirements, which are different from those of the United States. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Aurora LPG. BW LPG has disseminated the Offer Document as required by applicable law and shareholders of Aurora LPG should review the Offer Document carefully.