NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC
OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
BW LPG - Bookbuilding successfully completed - Offer
shares priced at NOK 47 per share
Singapore, 21 November 2013. BW LPG Limited ("BW LPG",
the "Company", OSE ticker code: "BWLPG") announces the
successful completion of the bookbuilding period for
the initial public offering of the shares (the
"Offering") of the Company.
In summary:
· BW LPG will issue 36,276,383 new shares in
connection with the Offering. There will be
136,276,383 shares in issue following the issuance of
the new shares.
· BW Group Limited (the "Selling Shareholder")
will sell 28,899,278 shares in the Offering,
representing approximately 21.2% of the shares of BW
LPG following the issuance of the new shares sold in
the Offering. The Selling Shareholder will retain an
ownership of approximately 52.2% in the Company
following the Offering, prior to the exercise of the
over-allotment option granted to the Joint Lead
Bookrunners.
· The Joint Lead Bookrunners have over-allotted
9,776,349 shares, representing approximately 15% of
the number of shares sold in the Offering before over-
allotment, and exercised their option to borrow
9,776,349 shares from the Selling Shareholder for the
purpose of covering over-allotment. In case of the
full exercise of the over-allotment by the Joint Lead
Bookrunners, BW Group Limited's shareholding in the
Company will be approximately 45%.
· The shares are priced at NOK 47 per share.
Investors in the retail offering will receive a
discount of NOK 1,000 on the aggregate amount payable
for the shares allocated to such investors.
· The offer price of NOK 47 per share implies a
market capitalisation of BW LPG of approximately NOK
6.4 billion.
· Trading of the shares in BW LPG on the Oslo
Stock Exchange will commence on 21 November 2013 on an
"if sold/if issued" basis (conditional trading), as
further described in the separate stock exchange
notice regarding conditional trading published today.
Approximately 96% of the shares in the Offering were
allotted to investors in the institutional offering
and approximately 4% of the shares were allotted to
investors in the retail offering. Following the
Offering, BW LPG is expected to have approximately
1,900 shareholders.
Notifications of allotted shares and the corresponding
amount to be paid by investors are expected to be
communicated to the investors on or about 21 November
2013. Investors having access to investor services
through their VPS account manager will be able to
check the number of shares allocated to them from
approximately 08:00 hours (CET) on 21 November 2013.
The Managers may also be contacted for information
regarding allocation.
The Selling Shareholder has granted the Managers an
over-allotment option, exercisable by Skandinaviska
Enskilda Banken AB (publ.), Oslo Branch ("SEB") as
stabilisation manager within 30 days from the date
hereof to cover over-allotments or other short
positions in connection with the Offering. A separate
disclosure will be issued by the stabilisation manager
regarding the over-allotment and stabilisation
activities.
BofA Merrill Lynch (BofAML) and SEB are acting as
Joint Global Coordinators for the Offering. Deutsche
Bank, together with the Joint Global Coordinators, are
acting as Joint Lead Bookrunners for the Offering. ABG
Sundal Collier Norge ASA (ABG Sundal Collier) and
Nordea Markets, a part of Nordea Bank Norge ASA
(Nordea) are acting as Co-Lead Managers for the
Offering. The Joint Lead Bookrunners and the Co-Lead
Managers are herein referred to as the "Managers".
For further queries, please contact:
Lisa Lim - Corporate Communications
BW Maritime
Tel: +65 6434 5871
Email: lisa.lim@bwmaritime.com
ABOUT BW LPG
BW LPG is the world's largest very large gas carrier
(VLGC) owner and operator based on number of VLGCs and
by LPG carrying capacity. BW LPG owns and operates 36
gas carriers with a total carrying capacity of about 3
million cbm and a further 504,000 cbm of capacity on
order in Korea. With 35 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.
DISCLAIMERS
This announcement is not and does not form a part of
any offer for sale of securities.
Not for release, publication or distribution, directly
or indirectly, in Australia, Canada, the Hong Kong
Special Administrative Region of the People's Republic
of China, Japan, South Africa or the United States, or
any other jurisdiction in which such distribution
would be unlawful or would require registration or
other measures.
These materials are not an offer for sale of
securities in the United States. Securities may not be
sold in the United States absent registration with the
United States Securities and Exchange Commission or an
exemption from registration under the U.S. Securities
Act of 1933, as amended (the "Securities Act". BW LPG
does not intend to register any part of the offering
in the United States or to conduct a public offering
of Shares in the United States.
Any offering of the securities referred to in this
announcement will be made by means of a prospectus.
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"). Investors should not
subscribe for any securities referred to in this
announcement except on the basis of information
contained in the aforementioned prospectus.
In any EEA Member State other than Norway that has
implemented the Prospectus Directive, this
communication is only addressed to and is only
directed at qualified investors in that Member State
within the meaning of the Prospectus Directive. The
expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in any
relevant Member State) and includes any relevant
implementing measure in the relevant Member State.
This communication is only being distributed to and is
only directed at persons in the United Kingdom that
are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order") or (ii) high net worth entities, and
other persons to whom this announcement 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"). This communication
must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment
activity to which this communication relates is
available only to relevant persons and will be engaged
in only with relevant persons. Persons distributing
this communication must satisfy themselves that it is
lawful to do so.
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking statements
are statements that are not historical facts and may
be identified by words such as "anticipate",
"believe", "continue", "estimate", "expect",
"intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this
release are based upon various assumptions, many of
which are based, in turn, upon further assumptions.
Although BW LPG believes that these assumptions were
reasonable when made, these assumptions are inherently
subject to significant known and unknown risks,
uncertainties, contingencies and other important
factors which are difficult or impossible to predict
and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause
actual events to differ materially from the
expectations expressed or implied in this release by
such forward-looking statements.
The information, opinions and forward-looking
statements contained in this announcement speak only
as at its date, and are subject to change without
notice.
Merrill Lynch International and Deutsche Bank AG,
London Branch, each of which are authorised by the
Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential
Regulation Authority, Skandinaviska Enskilda Banken AB
(publ), Oslo Branch, which is authorised and regulated
by the Swedish Financial Supervisory Authority, i.e.
Finansinspektionen, and the Norwegian FSA, and ABG
Sundal Collier Norge ASA and Nordea Markets, a part of
Nordea Bank Norge ASA, each of which are authorised
and regulated by the Financial Supervisory Authority
of Norway, are acting exclusively for the Company and
the Selling Shareholder and no one else in connection
with the Offering and assume no responsibility for
this announcement.
None of the Managers or any of their respective
directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness
of the information in this announcement (or whether
any information has been omitted from the
announcement) or any other information relating to the
Selling Shareholder or the Company, its subsidiaries
or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising
from any use of announcement or its contents or
otherwise arising in connection therewith.
This information is subject to disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities
Trading Act.