This announcement is not for release, publication or
distribution (directly or indirectly) in or to the United
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 - Preliminary results of the voluntary unconditional
tender offer for Aurora LPG and plan for
settlement
(Singapore, 6 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, and
the combined offer document and prospectus dated 28 October
2016, as supplemented through the supplemental prospectus
dated 24 November 2016, prepared in relation thereto.
The offer period for the Offer expired at 16:30 hours CET on
5 December 2016. Upon expiry of the offer period, BW LPG had
received acceptances under the Offer for approximately
17,782,774 shares, corresponding to 59.92 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 approximately 27,513,428
shares, representing 92.71 percent of the issued shares in
Aurora LPG (96.06 percent excluding treasury shares).
Shareholders in Aurora LPG representing approximately
17,705,704 shares have chosen to receive their
consideration partially in BW LPG shares (the partial share
alternative).
"We are very pleased that our offer received
massive support from Aurora LPG shareholders, and in
particular that so many shareholders have decided to remain
invested in the VLGC market by choosing to partially receive
settlement in BW LPG shares. We are humbled by this vote of
confidence in BW LPG, and we are pleased to welcome all new
shareholders. We remain confident that the combination of BW
LPG and Aurora LPG will create a stronger player in the
challenging environment in the LPG shipping industry and we
look forward to commencing the integration process of the BW
LPG and Aurora LPG businesses", says Martin Ackermann, CEO
of BW LPG.
The calculation of the number of shares tendered in the
Offer is preliminary and remains subject to potential
adjustments through a verification process currently being
undertaken by SpareBank 1 Markets AS, as financial advisor
and receiving agent for the Offer. The final result of the
Offer will be announced once confirmed by the receiving
agent.
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 8 December 2016. The cash
consideration is expected to be delivered to
the accepting Aurora LPG shareholders' registered bank
account in the VPS on or about the same date
(both in respect of Aurora LPG shareholders who have chosen
the partial share alternative and those
who have chosen to fully receive the consideration in cash).
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.
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.