20 September 2016
Acquisition of shares in Aurora LPG Holding
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.
Acquisition of shares in Aurora LPG Holding and decision to launch voluntary offer
(Singapore, 20 September 2016)
BW LPG Limited ("BW LPG", the "Company", OSE ticker code: "BWLPG") hereby announces that on 19 September 2016, BW LPG Holding Limited, a wholly owned subsidiary of BW LPG, acquired 877,813 shares (2.96%) in Aurora LPG Holding ASA ("Aurora LPG"). Following this acquisition, BW LPG Holding Limited owns 9,730,654 shares in Aurora LPG, corresponding to 32.79% of the total number of shares in issue.
BW LPG further announces that it will launch a voluntary tender offer (the "Offer") for all the remaining shares in Aurora LPG for a consideration for each share in Aurora LPG consisting of either:
- 0.3175 shares in BW LPG and NOK 6.15 in cash, or
- NOK 12.30 in cash.
The Offer will be subject to a minimum acceptance ratio of 90% (including the shares already owned by BW LPG), competition clearances and other customary conditions. BW LPG is in the process of preparing an offer document for the Offer, and the Offer will be launched following regulatory approval of the offer document, expected to take place at the beginning of November 2016.
A shareholder, Transpetrol Limited representing 2,919,655 shares (9.84%) has irrevocably undertaken to accept the Offer for all of its shares in Aurora LPG.
BW LPG and Transpetrol Limited together, excluding treasury shares held by Aurora LPG, represent 44.17% of shares in Aurora LPG in support of the Offer.
"We believe that the Offer will provide an attractive opportunity for the Aurora LPG shareholders, to maintain exposure to and participate in, the future upside in the VLGC market. The combination of BW LPG and Aurora LPG will create a stronger player in the challenging environment in our industry. The combined entity will have a significant, modern and high quality fleet, a strong platform and 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
John Papaioannou, CFA
Senior Manager, Strategy & Investor Relations
Tel: +65 6705 5514
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.
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.