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.
Amended offer terms and update on the voluntary offer for
Aurora LPG Holding
(Singapore, 3 October 2016)
Reference is made to the stock exchange announcement dated
20 September 2016 regarding 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 (the
"Offer") for all the remaining shares in Aurora LPG.
BW LPG hereby announces that it, following discussions with
the Board of Directors of Aurora LPG, has decided to
increase the consideration in the Offer to either:
(i) 0.3175 shares in BW LPG and NOK 7.40 in cash; or
(ii) NOK 13.55 in cash,
at the option of each accepting Aurora LPG shareholder, for
each Aurora LPG share.
Following the discussions, BW LPG has also decided to amend
the conditions for completion of the Offer. As revised, the
Offer will now be subject to the satisfaction or waiver, in
whole or in part, at BW LPG's sole discretion of only the
following conditions: (i) regulatory approvals being
obtained, (ii) no material adverse change, (iii) no material
change in financing arrangements of Aurora LPG, (iv) no
issue or sale of shares or equity instruments by Aurora LPG
and no distributions, and (v) no governmental interference,
as further detailed in the offer document.
BW LPG is in the process of preparing an offer document for
the Offer, and the Offer will as previously announced be
launched following regulatory approval of the offer
document, expected to take place in the beginning of
November 2016.
BW LPG has received additional irrevocable undertakings from
shareholders in Aurora LPG, including from Sundt AS
(representing 1.302.937 shares or 4.39%), to accept the
Offer for their shares in Aurora LPG. Following the receipt
of such undertakings, BW LPG and the shareholders which have
undertaken to accept the Offer, together hold 15.006.217
shares in Aurora LPG (52.39% excluding treasury shares held
by Aurora LPG).
"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 offer represents the best
solution for our shareholders, taking into consideration
both financial outcome and transaction risk. Based on this,
Sundt AS has also committed to accept the upcoming offer to
acquire all shares of Aurora LPG", says Leiv Askvig,
Chairman of Aurora LPG and CEO of Sundt AS.
"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.
"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.
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 and largest very large gas
carrier (VLGC) owner and operator based on number of VLGCs
and by LPG carrying capacity. BW LPG currently owns and
operates 41 gas carriers with a total carrying capacity of
over 3.1 million cbm. In addition, BW LPG has 6 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
may be offered in any transaction 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.
Any offer of securities to the public that may be deemed to
be made pursuant to this communication in any EEA Member
State that has implemented Prospectus Directive is only
addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive.
This publication may contain specific forward-looking
statements, e.g. statements including terms like "believe,"
"assume," "expect," "forecast," "project," "may," "could,"
"might," "will" or similar expressions. Such forward-looking
statements are subject to known and unknown risks,
uncertainties and other factors which may result in a
substantial divergence between the actual results, financial
situation, development or performance of BW LPG Limited and
those explicitly or implicitly presumed in these statements.
Against the background of these uncertainties, readers
should not rely on forward- looking statements. BW LPG
Limited assumes no responsibility to up-date forward-looking
statements or to adapt them to future events or
developments.
Notice to U.S. Holders
The Offer described in this announcement will be made for
the shares of Aurora LPG Holding ASA, 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 the Aurora LPG
Holding ASA. At the time the Offer is commenced, BW LPG will
disseminate the Offer documents as required by applicable
law and shareholders of Aurora LPG Holding ASA should review
such documents carefully.
To the extent permissible under applicable law or
regulation, in accordance with normal Norwegian practice, BW
LPG, its affiliates or brokers (acting as agents for BW LPG
or its affiliates) may from time to time after the date
hereof, and other than pursuant to the Offer, directly or
indirectly purchase, or arrange to purchase, shares of
Aurora LPG Holding ASA that are the subject of the Offer or
any securities that are convertible into, exchangeable for
or exercisable for such shares. No such purchases have been
made. Any such purchases will not be made at prices higher
than the Offer price unless the Offer price is increased
accordingly. To the extent information about such purchases
or arrangements to purchase is made public in Norway, such
information will be disclosed by means of a press release or
other means reasonably calculated to inform U.S.
shareholders of Aurora LPG Holding ASA of such information.
In addition, the financial advisors to BW LPG may also
engage in ordinary course trading activities in securities
of Aurora LPG, which may include purchases or arrangements
to purchase such securities.