Acquisition of shares in Aurora LPG Holding and decision to launch voluntary offer
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.
Acquisition of shares in Aurora LPG Holding and decision to
launch voluntary offer
(Singapore, 20 September 2016)
BW LPG Limited ("BW LPG", the "Company", OSE ticker code:
"BWLPG") hereby announces that on 19 September 2016, BW
LPG Holding Limited, a wholly owned subsidiary of BW LPG,
acquired 877,813 shares (2.96%) in Aurora LPG Holding ASA
("Aurora LPG"). Following this acquisition, BW LPG Holding
Limited owns 9,730,654 shares in Aurora LPG, corresponding
to 32.79% of the total number of shares in issue.
BW LPG further announces that it will launch a voluntary
tender offer (the "Offer") for all the remaining shares in
Aurora LPG for a consideration for each share in Aurora LPG
consisting of either:
(i) 0.3175 shares in BW LPG and NOK 6.15 in cash, or
(ii) NOK 12.30 in cash.
The Offer will be subject to a minimum acceptance ratio of
90% (including the shares already owned by BW LPG),
competition clearances and other customary conditions. BW
LPG is in the process of preparing an offer document for the
Offer, and the Offer will be launched following regulatory
approval of the offer document, expected to take place at
the beginning of November 2016.
A shareholder, Transpetrol Limited representing 2,919,655
shares (9.84%) has irrevocably undertaken to accept the
Offer for all of its shares in Aurora LPG.
BW LPG and Transpetrol Limited together, excluding treasury
shares held by Aurora LPG, represent 44.17% of shares in
Aurora LPG in support of the Offer.
"We believe that the Offer will provide an attractive
opportunity for the Aurora LPG shareholders, to maintain
exposure to and participate in, the future upside in the
VLGC market. The combination of BW LPG and Aurora LPG will
create a stronger player in the challenging environment in
our industry. The combined entity will have a significant,
modern and high quality fleet, a strong platform and the
financial resources required to continue its operations
through this challenging period", says Martin Ackermann, CEO
of BW LPG.
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 and largest very large gas
carrier (VLGC) owner and operator based on number of VLGCs
and by LPG carrying capacity. BW LPG currently owns and
operates 41 gas carriers with a total carrying capacity of
over 3.1 million cbm. In addition, BW LPG has 6 VLGC
newbuildings under construction. With more than 37 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-
This information is subject to disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading
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
may be offered in any transaction 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.
Any offer of securities to the public that may be deemed to
be made pursuant to this communication in any EEA Member
State that has implemented Prospectus Directive is only
addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive.
This publication may contain specific forward-looking
statements, e.g. statements including terms like "believe,"
"assume," "expect," "forecast," "project," "may," "could,"
"might," "will" or similar expressions. Such forward-looking
statements are subject to known and unknown risks,
uncertainties and other factors which may result in a
substantial divergence between the actual results, financial
situation, development or performance of BW LPG Limited and
those explicitly or implicitly presumed in these statements.
Against the background of these uncertainties, readers
should not rely on forward- looking statements. BW LPG
Limited assumes no responsibility to up-date forward-looking
statements or to adapt them to future events or