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 - Final result of the voluntary unconditional tender
offer for Aurora LPG
(Singapore, 7 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 notice dated 6 December 2016 regarding the
preliminary results of the Offer.
Following final registration of acceptances, the final
acceptance level in the Offer is 17,864,784 shares,
corresponding to 60.19 percent of the issued shares in
Aurora LPG. Together with the 9,730,654 shares (32.79
percent) already owned by BW LPG, BW LPG will, upon
completion of the Offer, own 27,595,438 shares, representing
92.98 percent of the issued shares in Aurora LPG (96.35
percent excluding treasury shares).
As consideration for the tendered Aurora LPG shares, BW LPG
will pay a total cash consideration of NOK 132,862,203.60.
In addition, BW LPG will issue in total 5,647,543
consideration shares to Aurora LPG shareholders who have
chosen to receive their consideration partially in BW LPG
shares.
It is expected that the consideration shares to be issued by
BW LPG to the Aurora LPG shareholders who have chosen to
receive their consideration partially in BW LPG shares (the
partial share alternative) will be delivered on or about 9
December 2016. The cash consideration to be paid by BW LPG
is expected to be delivered to the accepting Aurora LPG
shareholders' registered bank account in the VPS on or about
the same date, however, so that the cash consideration to
accepting Aurora LPG shareholders who have chosen the
partial share alternative will be delivered on or about 12
December 2016.
The accepting Aurora LPG shareholders should not transfer or
sell consideration shares to be received as settlement under
the Offer before such shares have been registered on the
accepting Aurora LPG shareholders' VPS accounts. Any
accepting Aurora LPG shareholder that transfers
consideration shares to be received under the Offer before
delivery of such shares has taken place runs the risk of not
being able to settle the sale or transfer its BW LPG shares
in time.
Upon settlement of the Offer, BW LPG will hold more than 90
per cent of all the shares in Aurora LPG, and will therefore
have the right (and each remaining Shareholder in Aurora LPG
will have the right to require BW LPG) to initiate a
compulsory acquisition of the remaining shares in Aurora LPG
pursuant to section 4-25 of the Norwegian Public Limited
Companies Act. BW LPG confirms with this announcement that
it intends to proceed with a compulsory acquisition of the
remaining Aurora LPG shares at a price equal to the offer
price of NOK 16 per share. Further information will be
provided in due course.
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.