NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES.
(Singapore, 25 October 2013)
The Board of Directors of BW Group Limited confirms its intention to proceed with an IPO of the ordinary shares of BW LPG Limited and list on the Oslo Stock Exchange. Subject to receiving the relevant corporate and regulatory approvals as well as prevailing market conditions, the IPO is expected to price in November 2013.
“BW LPG Limited is the leading independent provider of maritime LPG transportation, owning and operating the world's largest LPG transportation fleet. With 35 years of operating history and experienced seafarers and staff, we offer a flexible and reliable service to customers. The BW Group sees strong opportunities for growth within the LPG segment and invites new investors to join us and invest alongside the BW Group”, says Andreas Sohmen-Pao, CEO of BW Maritime.
The IPO will comprise new shares to be issued by BW LPG Limited and existing shares to be sold by BW Group Limited. The shares are intended to be offered to institutional investors in Norway and internationally and in aretail offering to the public in Norway.
BW LPG Limited is targeting a primary issuance of between USD 275 million and USD 300 million. BW LPG Limited intends to use the net proceeds received by it primarily to finance the completion of its newbuilding program, as well as for working capital and general corporate purposes. BW Group Limited is targeting a shareholding of between 45% and 55% in BW LPG Limited following the IPO.
BofA Merrill Lynch (BofAML) and SkandinaviskaEnskildaBanken (SEB) have been retained as Joint Global Co-ordinators and Joint Lead Bookrunners of the IPO. Deutsche Bank has been appointed as Joint Lead Bookrunner and ABG Sundal Collier Norge ASA (ABG Sundal Collier) and Nordea Markets, a part of Nordea Bank Norge ASA (Nordea), have been retained as Co-Lead Managers.
Further announcements relating to the IPO will be made in due course.
For further information please contact:
Lisa Lim – Corporate Communications
Tel: +65 6434 5871
This announcement is not a prospectus, including for the purposes of the Prospectus Directive, and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan or South Africa.
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. BW LPG Limited 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.
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 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
If the issuer decides to proceed with the IPO, a prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from BW LPG Limited website. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the 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.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Any purchase of shares in the proposed IPO should be made solely on the basis of the information contained in the final prospectus to be issued by the Company in connection with the IPO. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
Merrill Lynch International, SEB, Deutsche Bank, ABG Sundal Collier and Nordea (the Banks) are acting exclusively for the Company and no one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Banks 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 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.