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 – Final result of the voluntary unconditional tender offer for Aurora LPG
(Singapore, 7 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 notice dated 6 December 2016 regarding the preliminary results of the Offer.
Following final registration of acceptances, the final acceptance level in the Offer is 17,864,784 shares, corresponding to 60.19 percent of the issued shares in Aurora LPG. Together with the 9,730,654 shares (32.79 percent) already owned by BW LPG, BW LPG will, upon completion of the Offer, own 27,595,438 shares, representing 92.98 percent of the issued shares in Aurora LPG (96.35 percent excluding treasury shares).
As consideration for the tendered Aurora LPG shares, BW LPG will pay a total cash consideration of NOK 132,862,203.60. In addition, BW LPG will issue in total 5,647,543 consideration shares to Aurora LPG shareholders who have chosen to receive their consideration partially in BW LPG shares.
It is expected that the consideration shares to be issued by BW LPG to the Aurora LPG shareholders who have chosen to receive their consideration partially in BW LPG shares (the partial share alternative) will be delivered on or about 9 December 2016. The cash consideration to be paid by BW LPG is expected to be delivered to the accepting Aurora LPG shareholders’ registered bank account in the VPS on or about the same date, however, so that the cash consideration to accepting Aurora LPG shareholders who have chosen the partial share alternative will be delivered on or about 12 December 2016.
The accepting Aurora LPG shareholders should not transfer or sell consideration shares to be received as settlement under the Offer before such shares have been registered on the accepting Aurora LPG shareholders’ VPS accounts. Any accepting Aurora LPG shareholder that transfers consideration shares to be received under the Offer before delivery of such shares has taken place runs the risk of not being able to settle the sale or transfer its BW LPG shares in time.
Upon settlement of the Offer, BW LPG will hold more than 90 per cent of all the shares in Aurora LPG, and will therefore have the right (and each remaining Shareholder in Aurora LPG will have the right to require BW LPG) to initiate a compulsory acquisition of the remaining shares in Aurora LPG pursuant to section 4-25 of the Norwegian Public Limited Companies Act. BW LPG confirms with this announcement that it intends to proceed with a compulsory acquisition of the remaining Aurora LPG shares at a price equal to the offer price of NOK 16 per share. Further information will be provided in due course.
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 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.
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.