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 - Settlement of the voluntary unconditional tender
offer for Aurora and new share capital
(Singapore, 8 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 announcement dated 7 December 2016 regarding
the final results of the Offer.
BW LPG has today completed the settlement of the Offer.
5,647,543 new shares in BW LPG has been issued and will be
delivered to the VPS accounts of accepting Aurora LPG
shareholders who have chosen to receive their consideration
partially in BW LPG shares (the partial share alternative).
The new number of issued and outstanding shares in BW LPG is
141,938,998, and all shares are validly and legally issued,
fully paid-up and properly registered. The consideration
shares are registered in book-entry form with the VPS under
ISIN BMG173841013 and will be listed and tradable on the
Oslo Stock Exchange as from tomorrow, 9 December 2016.
The cash consideration payable by BW LPG to accepting Aurora
LPG Shareholders, under the partial share alternative and to
Aurora LPG shareholders who have chosen to fully receive the
consideration in cash, will be transferred to their
respective bank accounts in the VPS today.
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.