Launch of voluntary unconditional tender offer for Aurora LPG
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 – Launch of voluntary unconditional tender offer for Aurora LPG and approved combined offer document and prospectus
(Singapore, 31 October 2016)
Reference is made to the stock exchange announcements dated 19 September, 20 September and 3 October 2016 regarding inter alia 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 for all the remaining shares in Aurora LPG.
BW LPG hereby announces the launch of its voluntary unconditional tender offer (the "Offer") to acquire all the outstanding shares in Aurora LPG not already owned by BW LPG, or owned by persons in or from jurisdictions where making of the Offer is unlawful, in exchange for a consideration consisting of either:
(i) 0.3175 new common shares of BW LPG and NOK 7.40 in cash, or
(ii) NOK 16.00 in cash,
for each Aurora LPG share, at the option of each accepting Aurora LPG shareholder on the terms and subject to the limitations set out in the Offer Document (as defined below).
"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.
The consideration in the Offer represents a premium of approximately 45% to the closing price on Oslo Axess on 16 September 2016, the last trading day prior to BW LPG's announcement regarding acquisition of Aurora LPG shares, and a premium of approximately 42% and a premium of approximately 11% of the volume weighted average share price on Oslo Axess for the 30 trading days period and the 90 trading days period ending on 16 September 2016, respectively.
The Financial Supervisory Authority of Norway and the Oslo Stock Exchange have approved the combined offer document and prospectus dated 28 October 2016 (the "Offer Document") that has been prepared in connection with the Offer. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document.
The Offer is a voluntary offer satisfying the requirements of a mandatory offer set out in Chapter 6 of the Norwegian Securities Trading Act. Investors should note that the completion of the Offer will not trigger any obligation for BW LPG to make a subsequent mandatory offer under the Norwegian Securities Trading Act.
The shareholders of Aurora LPG may accept the Offer in the period from and including today,
31 October 2016, to and including 5 December 2016 at 16:30 hours (CET). BW LPG may at its sole discretion extend the offer period (one or more times), but the offer period will in no event be extended beyond 12 December 2016 at 16:30 hours (CET). Settlement of the Offer will be made promptly following the expiry of the offer period, which is expected to be no later than three business days following expiry of the offer period.
BW LPG is the owner of 9,730,654 shares in Aurora LPG, corresponding to 32.79% of the total number of shares in issue. In connection with the Offer, shareholders representing in aggregate 5,342,300 Aurora LPG shares, or approximately 18% of the outstanding shares in Aurora LPG, including Transpetrol Shipping (representing 2,919,655 shares (9.84%)) and Sundt AS (representing 1,302,937 shares (4.39%)), have irrevocably undertaken to accept the Offer. BW LPG and the shareholders which have undertaken to accept the Offer accordingly together hold 15,072,954 shares in Aurora LPG (52.63% excluding treasury shares held by Aurora LPG).
As stated in the summons to Bondholders' Meeting published by Aurora LPG on 25 October 2016, Aurora LPG is facing severe liquidity challenges in the near future as a stand-alone entity. As a consequence of this and in order to secure a manageable short-term liquidity position pending completion of the Offer, the following measures have been taken:
• Aurora LPG has proposed to the bondholders in its NOK 170 million unsecured bond that the NOK 30 million amortisation which is due on 9 November 2016 is deferred to the final maturity date for the bond loan in August 2017. BW LPG will as the holder of NOK 113.5 million (66.77%) in the bond loan vote in favour of that proposal at the bondholders' meeting to be held on 8 November 2016.
• BW LPG is, with Aurora LPG's consent, in close dialogue with the providers of Aurora LPG's bank facilities in the total amount of USD 400 million in order to assist Aurora LPG in obtaining required covenant waivers until completion of the Offer.
A long-term financial solution for Aurora LPG will be sought following completion of the Offer.
BW LPG intends to propose to the general meeting of Aurora LPG to apply to the Oslo Stock Exchange for a delisting of the Aurora LPG shares from Oslo Axess following completion of the Offer. Further, if, as a result of the Offer or otherwise, BW LPG becomes the owner of 90% or more of the shares in Aurora LPG representing 90% or more of the voting rights in Aurora LPG, BW LPG intends to carry out a compulsory acquisition of the remaining Aurora LPG shares.
"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 unconditional offer represents the best solution for our shareholders, taking into consideration both financial outcome and certainty of transaction completion. Based on this, Sundt AS has also committed to accept this offer to acquire all shares of Aurora LPG, and looks forward to continued participation in the VLGC space through BW LPG", says Leiv Askvig, Chairman of Aurora LPG and CEO of Sundt AS.
"Aurora management welcomes this consolidation initiative, and views BW LPG as the best suited acquirer for Aurora LPG. The combined company will be well positioned to capture value from the strong growth in the LPG trade", says Borge Faanes Johansen, CEO of Aurora LPG.
"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.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document is sent to all shareholders in Aurora LPG whose address appears in Aurora LPG's share register in the VPS as of 28 October 2016. The Offer Document will also, subject to regulatory restrictions in certain jurisdictions, be available at www.sb1markets.no and via link from www.bwlpg.com from today, 31 October 2016. Subject to regulatory restrictions in certain jurisdictions, hard copies of the Offer Document may be obtained free of charge from the same date by contacting the Company or SpareBank 1 Markets AS.
SpareBank 1 Markets AS is acting as financial advisor to BW LPG and settlement agent for the Offer. Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to BW LPG, Cleary Gottlieb Steen & Hamilton LLP is acting as international legal counsel to BW LPG and Conyers Dill & Pearman Limited is acting as special Bermuda legal counsel to 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 owner and operator of LPG vessels. BW LPG currently owns and operates 42 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 5 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 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 will be 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 will disseminate the Offer Document as required by applicable law and shareholders of Aurora LPG should review the Offer Document carefully.