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 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
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 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.
IMORTANT 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 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.