Amended offer terms and update on the voluntary offer for Aurora LPG Holding
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.
Amended offer terms and update on the voluntary offer for Aurora LPG Holding
(Singapore, 3 October 2016)
Reference is made to the stock exchange announcement dated 20 September 2016 regarding the acquisition by BW LPG Holding Limited, a wholly owned subsidiary of BW LPG Limited ("BW LPG", the "Company", OSE ticker code: "BWLPG"), of shares in Aurora LPG Holding ASA ("Aurora LPG") and the decision by BW LPG to launch a voluntary tender offer (the "Offer") for all the remaining shares in Aurora LPG.
BW LPG hereby announces that it, following discussions with the Board of Directors of Aurora LPG, has decided to increase the consideration in the Offer to either:
(i) 0.3175 shares in BW LPG and NOK 7.40 in cash; or
(ii) NOK 13.55 in cash,
at the option of each accepting Aurora LPG shareholder, for each Aurora LPG share.
Following the discussions, BW LPG has also decided to amend the conditions for completion of the Offer. As revised, the Offer will now be subject to the satisfaction or waiver, in whole or in part, at BW LPG's sole discretion of only the following conditions: (i) regulatory approvals being obtained, (ii) no material adverse change, (iii) no material change in financing arrangements of Aurora LPG, (iv) no issue or sale of shares or equity instruments by Aurora LPG and no distributions, and (v) no governmental interference, as further detailed in the offer document.
BW LPG is in the process of preparing an offer document for the Offer, and the Offer will as previously announced be launched following regulatory approval of the offer document, expected to take place in the beginning of November 2016.
BW LPG has received additional irrevocable undertakings from shareholders in Aurora LPG, including from Sundt AS (representing 1.302.937 shares or 4.39%), to accept the Offer for their shares in Aurora LPG. Following the receipt of such undertakings, BW LPG and the shareholders which have undertaken to accept the Offer, together hold 15.006.217 shares in Aurora LPG (52.39% excluding treasury shares held by Aurora LPG).
"After having explored multiple options to enhance shareholder values both before and following the initial offer from BW LPG to acquire Aurora LPG, the Board is of the opinion that this enhanced offer represents the best solution for our shareholders, taking into consideration both financial outcome and transaction risk. Based on this, Sundt AS has also committed to accept the upcoming offer to acquire all shares of Aurora LPG", says Leiv Askvig, Chairman of Aurora LPG and CEO of Sundt AS.
"With BW LPG already being the single largest shareholder, we welcome their constructive initiative to acquire all remaining Aurora LPG shares. BW LPG is the undisputed leader in the VLGC arena with an unrivalled track record built on a long-standing commitment to the segment. BW’s extensive network, focus on quality operations and care for the environment will offer us a very solid foundation on which to maintain course for the future.”, says Michiel Rutten, Group Managing Director of Transpetrol representing 9.84% shares.
"BW LPG is an ideal acquirer for Aurora LPG, as the two companies’ fleets are highly complementary, and the balance sheet strength of the combined company provides investors considerable staying power while waiting for supply and demand to rebalance in the VLGC market. With BW LPG having improved the terms of its initial offer and solidified its conditions to provide Aurora the flexibility to finance itself through deal completion, we now consider the deal favourably and are looking forward to its completion.", says Dan Gold, CEO of QVT representing 16.39% shares.
"With the strong support of the Board of Directors as well as that of a majority of shareholders in Aurora LPG, we are confident that the combination of BW LPG and Aurora LPG will create a stronger player in the challenging environment in the LPG shipping industry. The combined entity will own the world’s largest VLGC fleet which will allow BW LPG to improve the reliability and flexibility of the LPG transportation services it can offer its clients. BW LPG believes that the Offer provides Aurora LPG’s shareholders with an attractive opportunity to maintain exposure to and participate in any future upside in the VLGC market by integrating their existing shareholding with a stronger platform that possesses the financial resources required to continue its operations through this challenging period.”, says Martin Ackermann, CEO of BW LPG.
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 and largest very large gas carrier (VLGC) owner and operator based on number of VLGCs and by LPG carrying capacity. BW LPG currently owns and operates 41 gas carriers with a total carrying capacity of over 3.1 million cbm. In addition, BW LPG has 6 VLGC newbuildings under construction. With more than 37 years 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 may be offered in any transaction 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.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of BW LPG Limited and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. BW LPG Limited assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.
Notice to U.S. Holders
The Offer described in this announcement will be made for the shares of Aurora LPG Holding ASA, 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 the Aurora LPG Holding ASA. At the time the Offer is commenced, BW LPG will disseminate the Offer documents as required by applicable law and shareholders of Aurora LPG Holding ASA should review such documents carefully.
To the extent permissible under applicable law or regulation, in accordance with normal Norwegian practice, BW LPG, its affiliates or brokers (acting as agents for BW LPG or its affiliates) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of Aurora LPG Holding ASA that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. No such purchases have been made. Any such purchases will not be made at prices higher than the Offer price unless the Offer price is increased accordingly. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Aurora LPG Holding ASA of such information. In addition, the financial advisors to BW LPG may also engage in ordinary course trading activities in securities of Aurora LPG, which may include purchases or arrangements to purchase such securities.