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 - Implementation of compulsory acquisition to
acquire all shares in Aurora LPG Holding ASA
(Singapore, 12 December 2016)
Reference is made to the stock exchange announcement
made by BW LPG Limited ("BW LPG", the "Company", OSE
ticker code: "BWLPG") on 7 December 2016 regarding the
final result of 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 or Aurora LPG.
BW LPG hereby announces that pursuant to section 4-25
of the Norwegian Public Limited Liability Companies
Act (the "Companies Act"), BW LPG has resolved to
carry out a compulsory acquisition of the remaining
shares in Aurora LPG not owned by BW LPG or Aurora LPG
with effect from end of trading on 12 December 2016.
BW LPG is offering to pay NOK 16 per share that is
acquired through the compulsory acquisition. The
redemption price corresponds to the offer price in the
Offer.
Settlement of the redemption price to the minority
Aurora LPG shareholders will take place on 14 February
2016. The total consideration offered to the minority
shareholders of Aurora LPG Holding ASA is NOK
16,744,736. The amount has been placed on a separate
bank account in DNB Bank ASA.
In accordance with section 4-25 of the Companies Act,
the former shareholders of Aurora LPG have a right to
receive a consideration for the shares that have been
acquired by means of the compulsory acquisition, and
to reject or raise objections with regard to the
offered redemption price. Any objections to, or
rejections of, the offered redemption price must be
raised prior to 14 February 2016. Former shareholders
who do not object to, or reject, the offered
redemption price within this deadline will lose their
right to object to, or reject, the offered redemption
price and are deemed to have accepted the offer, cf.
section 4-25 of the Companies Act. Those who object to
or reject the offered redemption price prior the lapse
of the deadline may request that the consideration be
determined by the Norwegian courts by legal assessment.
A letter regarding the compulsory acquisition and
settlement thereof will be sent to all former
shareholders subject to the compulsory transfer whose
addresses are known. In addition, the compulsory
acquisition will be announced through the electronic
bulletin of the Norwegian Register of Business
Enterprises.
As a result of the compulsory acquisition, BW LPG will
pursue a de-listing of the shares in Aurora LPG from
Oslo Axess. A separate stock exchange announcement
will be published regarding such de-listing.
For further information, please contact:
Elaine Ong, CPA, CA
Chief Financial Officer
Tel: +65 6705 5506
Email: elaine.ong@bwlpg.com
John Papaioannou, CFA
Senior Manager, Strategy & Investor Relations
Tel: +65 6705 5514
Email: john.papaioannou@bwlpg.com
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.
IMPORTANT INFORMATION:
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.