BW Maritime

BW LPG – Launch of Initial Public Offering


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 – LAUNCH OF INITIAL PUBLIC OFFERING

(Singapore, 11 November 2013)

BW LPG Limited (“BW LPG”, the “Company”, ticker code: “BWLPG”) has resolved to launch an initial public offering (the “Offering”) and to apply for a listing of its common shares on the Oslo Stock Exchange. Subject to approval of the listing application and successful completion of the Offering, the shares of BW LPG are expected to be admitted to listing on the Oslo Stock Exchange on or about 25 November 2013.

The Offering will comprise of up to 41,555,500 new common shares (the “New Shares”) to be issued by the Company and up to 30,481,183 existing common shares (the “Sale Shares”, and together with the New Shares, the “Offer Shares”) to be offered by BW Group Limited (the “Selling Shareholder”). In addition, the Selling Shareholder will grant an over-allotment option to the Managers (as hereinafter defined) for up to 10,155,068 common shares (the “Additional Shares”).

The Offer Shares will be offered for sale at a price between NOK 40 and NOK 50 per Offer Share. The final price per Offer Share may, however, be set above or below this indicative price range. 

The Selling Shareholder will receive the proceeds from the sale of the Sale Shares and the Additional Shares, if any, and the Company will receive the proceeds from the sale of the New Shares in the Offering. The gross proceeds from the sale of New Shares in the Offering are expected to be a fixed amount of NOK 1,662 million (USD 280 million at a NOK/USD exchange rate of 5.9365).

A prospectus (the “Prospectus”) is expected to be published in the morning of 11 November 2013 (CET), presenting the terms and conditions for the Offering comprising: 

  1. an institutional offering, in which Offer Shares are being offered to institutional or professional investors subject to applicable exemptions from the prospectus requirements, and subject to a lower limit per application of NOK 2,000,000; and
  2. a retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors in the retail offering will receive a discount of NOK 1,000 on their aggregate amount payable for the Offer Shares allocated to such investors.

The bookbuilding for the institutional offering will commence on 11 November 2013 at 09:00 hours (CET), and run until 15:00 hours (CET) on 22 November 2013, and the application period for the retail offering will commence on 11 November 2013 at 09:00 hours (CET) and run until 12:00 hours (CET) on 22 November 2013, both subject to shortening or extensions. The final number of Offer Shares, and the final price per Offer Share, will be determined by the Company and the Selling Shareholder, in consultation with Joint Lead Bookrunners, after completion of the bookbuilding period for the institutional offering.

The pricing of the transaction is expected to take place on or around 22 November 2013 with conditional trading of the shares on the Oslo Stock Exchange to commence on or around 25 November 2013 under the ticker code “BWLPG”.

Completion of the Offering is conditional upon the board of directors of the Oslo Stock Exchange approving the application for listing of the shares in the Company in a meeting to be held on or about 14 November 2013 and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that (a) BW LPG will have in excess of 500 shareholders, each holding shares with a value of more than NOK 10,000, (b) there will be a minimum free float of the shares of 25%, and (c) the proceeds to the Company from the sale of New Shares being at least USD 200 million. Further, completion of the Offering is conditional upon, (i) the Company and the Selling Shareholder, in consultation with the Joint Lead Bookrunners having approved the offer price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, (ii) the Company, the Selling Shareholder and the Joint Lead Bookrunners (as representatives of the Managers) having entered into the purchase agreement and satisfaction of the conditions included in the purchase agreement, and (iii) the purchase agreement not having been terminated. There can be no assurance that these conditions will be satisfied.

The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.bwlpg.com, www.seb.no, www.abgsc.no and www.nordea.no/bw from 11 November 2013 at 09:00 hours (CET). Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company or one of the Managers. 

The Company expects to publish its Q3 2013 financial report on or about 29 November 2013.

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:

Lisa Lim – Corporate Communications
BW Maritime 
Tel: +65 6434 5871
Email: lisa.lim@bwmaritime.com

ABOUT BW LPG

BW LPG is the world's largest very large gas carrier (VLGC) owner and operator based on number of VLGCs and by LPG carrying capacity. BW LPG owns and operates 36 gas carriers with a total carrying capacity of about 3 million cbm and a further 504,000 cbm of capacity on order in Korea. With 35 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-water production. 

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. 

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