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.
BW LPG - Stabilisation and over-allotment option
notice
Singapore, 21 November 2013. Reference is made to the
stock exchange announcement published earlier today,
21 November 2013, in which BW LPG Limited ("BW LPG",
the "Company", ticker code: "BWLPG") announced the
successful completion of the bookbuilding period for
its initial public offering (the "Offering").
SEB (the "Stabilisation Manager") may, on behalf of
the Joint Lead Bookrunners for the Offering, engage in
stabilisation activities of the shares of BW LPG from
today 21 November 2013 to and including 20 December
2013 (the "Stabilisation Period"). The stabilisation
transactions are aimed to support the market price of
the shares of BW LPG.
In connection with the Offering, the Joint Lead
Bookrunners have over-allotted to the applicants in
the Offering 9,776,349 shares in the Company, which
equals approximately 15% of the number of shares sold
in the Offering before over-allotments. In order to
permit the delivery in respect of over-allotments
made, the Stabilisation Manager has been granted the
option, on behalf of the Managers, to borrow a number
of shares in the Company equal to the number of shares
over-allotted from the selling shareholder, BW Group
Limited (the "Selling Shareholder"). For further
details on the Offering, please refer to the stock
exchange announcement of 21 November 2013 issued by BW
LPG.
Further, the Stabilisation Manager, on behalf of the
Managers, has been granted an over-allotment option
(the "Over-Allotment Option") by the Selling
Shareholder which entitles the Managers, at the
request of the Stabilisation Manager, to purchase from
the Selling Shareholder up to 9,776,349 shares in BW
LPG at a price per share of NOK 47 (the "Offer
Price"), which is equal to the offer price in the
Offering. The Over-Allotment Option may be exercised
at any time and from time to time, in whole or in
part, during the Stabilisation Period, which commences
on 21 November 2013 and ends on 20 December 2013. The
Stabilisation Manager may close out the short position
created by over-allotting shares by buying shares in
the open market through stabilisation activities
and/or by exercising the Over-Allotment Option.
The Stabilisation Manager (or persons acting on behalf
of the Stabilisation Manager) may effect transactions
that stabilise or maintain the price of the shares of
BW LPG at a level higher than that which might
otherwise prevail, by buying shares in BW LPG or
associated instruments in the open market at prices
equal to or lower than (but not above) the Offer
Price. However, there is no obligation on the
Stabilisation Manager (or any person acting on behalf
of the Stabilisation Manager) to do so. Moreover,
there is no assurance that the Stabilisation Manager
(or persons acting on behalf of the Stabilisation
Manager) will undertake stabilisation activities. If
stabilisation activities are undertaken they may be
stopped at any time, and must be brought to an end
upon or before the expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation
Period, the Stabilisation Manager and the Company will
jointly publish a statement through the information
system of the Oslo Stock Exchange under the Company's
ticker with information as to whether or not any
stabilisation activities have been undertaken,
including the date at which stabilisation started, the
date at which stabilisation last occurred, and the
price range within which stabilisation was carried out
for each of the dates during which stabilisation
transactions were carried out.
Any stabilisation activities will be conducted in
accordance with Section 3-12 of the Norwegian
Securities Trading Act and Commission Regulation (EC)
No. 2273/2003 implementing Directive 2003/6/EC of the
European Parliament and of the Council as regards
exemptions for buy-back programmes and stabilisation
of financial instruments.
For further details see the prospectus dated 7
November 2013 issued by BW LPG in connection with the
Offering and the listing of its shares on the Oslo
Stock Exchange.
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:
SEB
+47 22 82 70 00
DISCLAIMERS
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 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 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
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.