21 November 2013
Conditional trading in the shares - 21 Nov 2013
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)
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 theirallocated 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
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-lookingstatements 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 EnskildaBanken 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.