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 - Conditional trading in the shares of BW LPG
Limited from 21 November 2013
Singapore, 21 November 2013. Trading in the shares of
BW LPG Limited ("BW LPG", the "Company", OSE ticker
code: "BWLPG") on the Oslo Stock Exchange will
commence on an "if sold/if issued" basis on 21
November 2013 and unconditional trading in the shares
is expected to commence on 26 November 2013. In the
period from and including 21 November 2013 to and
including 25 November 2013 at 18:00 hours (CET), all
trading in the shares of BW LPG will be conditional
upon (i) the force majeure events listed below not
occurring and (ii) no termination of the Purchase
Agreement upon a default by a Manager or Managers as
described below.
The Managers have the right to terminate the Purchase
Agreement prior to 18:00 hours (CET) on 25 November
2013, on basis of force majeure if any of the
following events occurs:
(i) a suspension or material limitation of trading
in securities generally on the Oslo Stock Exchange,
the New York Stock Exchange or the London Stock
Exchange;
(ii) a general moratorium on commercial banking
activities declared by the federal, state or local
regulatory authorities of Bermuda, Norway, Singapore,
the United States, the United Kingdom or any other
member State of the European Union or a material
disruption in commercial banking or securities
settlement or clearance services in any of Bermuda,
Norway, Singapore, the United States, the United
Kingdom or any other member state of the European
Union;
(iii) an outbreak or escalation of hostilities or
acts of terrorism involving Bermuda, Norway,
Singapore, the United States, the United Kingdom or
any other member state of the European Union or a
declaration by Bermuda, Norway, Singapore, the United
States, the United Kingdom or any other member state
of the European Union of a national emergency or war;
or
(iv) any other calamity or crisis or any material
adverse change in financial, political or economic
conditions in Bermuda, Norway, Singapore, the United
States, the United Kingdom or any other member state
of the European Union,
if the effect of any such event specified in (i)
through (iv) above makes it impossible or inadvisable,
in the judgment of the Joint Lead Bookrunners acting
in good faith, taking into account general market
conditions as a result of such events and the interest
of investors in the shares of BW LPG, to proceed with
the Offering or the delivery of the Offer Shares on
the terms and in the manner contemplated in the
Prospectus.
Further, the Purchase Agreement may be terminated
prior to 18:00 hours (CET) on 25 November 2013, upon a
default by a Manager or Managers to purchase the
number of Offer Shares it agreed to purchase under the
Purchase Agreement and the number of such shares
exceeds 10% of the total number of Offer Shares the
Managers are obligated to purchase under the Purchase
Agreement.
The Managers may not invoke the termination provisions
after 18:00 hours (CET) on 25 November 2013.
Should the Purchase Agreement be terminated, any
trades in the shares carried out in the period
including clearing transactions and, as the case may
be, any settlement and settlement transactions made
for trading in the shares, will be cancelled. In such
case, any payments for the shares will be returned
without interest or other compensation.
Investors wanting to trade in their allocated shares
through an internet account prior to commencement of
the unconditional trading may be prevented from such
trading until the shares are registered on the
investors' VPS account following settlement of the
Offering. Investors wanting to trade in their
allocated shares through an internet account prior to
commencement of unconditional trading are therefore
urged to confirm the possibility of this with their
own account operator.
BofA Merrill Lynch (BofAML) and Skandinaviska Enskilda
Banken (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.