NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
(Singapore, 12 June 2023)
BW LPG Limited (the “Company”) hereby launches a tender offer to purchase shares in the Company for an amount up to the equivalent of USD 25-50 million (the “Offering”). The Offering will be conducted as a reverse bookbuilding process in which shareholders can submit sales offers.
The Company intends to acquire the share equivalent of USD 25-50m, subject to offer demand and prices and as further determined by the Company’s board. The Company reserves the right, at its own discretion, to acquire fewer shares or no shares at all in the Offering.
The purchase of shares will not impact previously announced dividend guidance. The purpose of the Offering is to cancel the shares acquired in the Offering.
The Company has mandated DNB Markets, a part of DNB Bank ASA as sole bookrunner.
All shareholders in the Company are invited to sell shares in the Offering, subject to the restrictions set out herein. Shareholders wanting to sell shares in the Offering are required to complete and send the attached acceptance form to DNB Markets at demand@dnb.no before the end of the Application Period (as defined below). Existing customers of DNB Markets can also contact DNB Markets at +47 24 16 90 20 with their respective volume and price targets.
The Offering will be carried out by means of a reverse book building process where the Company, through DNB Markets, will receive offers for desired volume(s) at desired price(s) for sale from the shareholders. The Company reserves the right to, at its own discretion, accept any volume up to an accepted price, or to reject all received offers in the contemplated Offering. The Company may further, at its sole discretion terminate or withdraw the Offering at any time until the time of completion of the Offering.
The application period for tendering shares in the Offering commences at 09:00 hours (CEST) on 12 June 2023 and is expected to close at 16:30 hours (CEST) on 14 June 2023 (the “Application Period”). The final price offered by the Company and the allocation of tendered shares are expected to be resolved by the Company on or about 15 June 2023, the trade date is expected to be on or about 15 June 2023 and the settlement date is expected to be on or about 19 June 2023. The settlement will either be conducted on a normal delivery-versus-payment basis (DVP) or through the VPS system. The Company reserves the right to extend the Application Period at its own discretion. If the Application Period is extended the other dates referred to herein may be amended accordingly.
The Company will, depending on the prices and volumes shown by selling shareholders and subject to the restrictions set out herein and applicable legislation, allocate shares at its discretion with the equal treatment of shareholders as the primary objective.
The Company currently has 141,938,998 shares outstanding. Prior to the Offering, the Company holds 9,554,003 own shares.
For further information, please contact:
Anders Onarheim
Chief Executive Officer
E-mail: anders.onarheim@bwlpg.com
Iver Baatvik
Interim Chief Financial Officer
Head of Investor Relations and Corporate Development
E-mail: iver.baatvik@bwlpg.com
ABOUT BW LPG
BW LPG is the world’s leading owner and operator of LPG vessels, owning and operating Very Large Gas Carriers (VLGC) with a total carrying capacity of over 3 million CBM. With five decades of operating experience in LPG shipping, experienced employees and an in-house LPG trading division, BW LPG offers an integrated, flexible, and reliable service to customers. More information about BW LPG can be found at www.bwlpg.com.
BW LPG is associated with BW Group, a leading global maritime company involved in shipping, floating infrastructure, deepwater oil & gas production, and new sustainable technologies. Founded in 1955 by Sir YK Pao, BW controls a fleet of over 490 vessels transporting oil, gas and dry commodities, with its 200 LNG and LPG ships constituting the largest gas fleet in the world. In the renewables space, the group has investments in solar, wind, batteries, biofuels and water treatment.
IMPORTANT NOTICE
The Offering will be carried out in accordance with applicable laws and regulations and information pertaining to the Offering will be disclosed by way of stock exchange notices.
The information contained herein about the Offering is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Lisa Lim, Head of Corporate Communications, BW LPG Limited on 12 June 2023 at 08:00 hours (CEST).
Shareholders considering to tender their shares in the Offering are advised to consult with their own tax advisers with respect to the tax position in their country of residence or other jurisdictions to which they may have a tax liability as a result of a sale of shares in the Offering.
The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions (including, but not limited to, the United States, Canada, Australia and Japan). None of the Company or the Manager assume any responsibility in the event there is a violation by any person of such restrictions. This includes shareholders who have changed their domicile to such jurisdictions but which may access their VPS accounts. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The Offering is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States”) or any other jurisdiction in which this would be unlawful, require registration or other measures. This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States or any such jurisdiction and so doing may invalidate any purported acceptance.
