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 – Preliminary results of the voluntary unconditional tender offer for Aurora LPG and plan for settlement
(Singapore, 6 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, and the combined offer document and prospectus dated 28 October 2016, as supplemented through the supplemental prospectus dated 24 November 2016, prepared in relation thereto.
The offer period for the Offer expired at 16:30 hours CET on 5 December 2016. Upon expiry of the offer period, BW LPG had received acceptances under the Offer for approximately 17,782,774 shares, corresponding to 59.92 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 approximately 27,513,428 shares, representing 92.71 percent of the issued shares in Aurora LPG (96.06 percent excluding treasury shares).
Shareholders in Aurora LPG representing approximately 17,705,704 shares have chosen to receive their consideration partially in BW LPG shares (the partial share alternative).
“We are very pleased that our offer received massive support from Aurora LPG shareholders, and in particular that so many shareholders have decided to remain invested in the VLGC market by choosing to partially receive settlement in BW LPG shares. We are humbled by this vote of confidence in BW LPG, and we are pleased to welcome all new shareholders. We remain confident that the combination of BW LPG and Aurora LPG will create a stronger player in the challenging environment in the LPG shipping industry and we look forward to commencing the integration process of the BW LPG and Aurora LPG businesses”, says Martin Ackermann, CEO of BW LPG.
The calculation of the number of shares tendered in the Offer is preliminary and remains subject to potential adjustments through a verification process currently being undertaken by SpareBank 1 Markets AS, as financial advisor and receiving agent for the Offer. The final result of the Offer will be announced once confirmed by the receiving agent.
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 8 December 2016. The cash consideration is expected to be delivered to the accepting Aurora LPG shareholders’ registered bank account in the VPS on or about the same date (both in respect of Aurora LPG shareholders who have chosen the partial share alternative and those who have chosen to fully receive the consideration in cash).
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.
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.