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 – Implementation of compulsory acquisition to acquire all shares in Aurora LPG Holding ASA
(Singapore, 12 December 2016)
Reference is made to the stock exchange announcement made by BW LPG Limited (“BW LPG”, the “Company”, OSE ticker code: “BWLPG”) on 7 December 2016 regarding the final result of 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 or Aurora LPG.
BW LPG hereby announces that pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act (the “Companies Act”), BW LPG has resolved to carry out a compulsory acquisition of the remaining shares in Aurora LPG not owned by BW LPG or Aurora LPG with effect from end of trading on 12 December 2016.
BW LPG is offering to pay NOK 16 per share that is acquired through the compulsory acquisition. The redemption price corresponds to the offer price in the Offer.
Settlement of the redemption price to the minority Aurora LPG shareholders will take place on 14 February 2017. The total consideration offered to the minority shareholders of Aurora LPG Holding ASA is NOK 16,744,736. The amount has been placed on a separate bank account in DNB Bank ASA.
In accordance with section 4-25 of the Companies Act, the former shareholders of Aurora LPG have a right to receive a consideration for the shares that have been acquired by means of the compulsory acquisition, and to reject or raise objections with regard to the offered redemption price. Any objections to, or rejections of, the offered redemption price must be raised prior to 14 February 2017. Former shareholders who do not object to, or reject, the offered redemption price within this deadline will lose their right to object to, or reject, the offered redemption price and are deemed to have accepted the offer, cf. section 4-25 of the Companies Act. Those who object to or reject the offered redemption price prior the lapse of the deadline may request that the consideration be determined by the Norwegian courts by legal assessment.
A letter regarding the compulsory acquisition and settlement thereof will be sent to all former shareholders subject to the compulsory transfer whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic bulletin of the Norwegian Register of Business Enterprises.
As a result of the compulsory acquisition, BW LPG will pursue a de-listing of the shares in Aurora LPG from Oslo Axess. A separate stock exchange announcement will be published regarding such de-listing.
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.