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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:
+47 22 82 70 00
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.