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.
(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.
· 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
Tel: +65 6434 5871
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.
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 werereasonable 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
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makesany 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 otherinformation 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.