(19 March 2019)
Reference is made to the announcement dated 19 March 2019 regarding BW Group Limited's ("BW Group") decision to launch a voluntary offer to acquire all outstanding shares in Epic Gas Limited ("Epic Gas" or the "Company") for a consideration per share equal to the sum of:
(i) USD 1.60, plus
(ii) an additional consideration equal to USD 3,500,000 divided by the total number of shares acquired under the Offer and the Share Purchase (as defined below), provided that the additional consideration will in no event be higher than USD 0.10 per share (the "Offer").
The acceptance period for the Offer commences today 19 March 2019 at 08:00 CET, and the Offer may be accepted from and including 19 March 2019 at 08:00 CET to and including 16 April 2019 at 16:30 CET (the "Acceptance Period"). BW Group may at its sole discretion extend the Acceptance Period (one or more times), but the Acceptance Period will in no event be extended with more than four weeks from the last date of the Acceptance Period.
The Offer is not subject to any conditions. As announced on 19 March 2019, BW Group has already acquired 38,548,329 of the outstanding shares in the Company from certain shareholders representing a total of 54.7% of the outstanding shares in the Company for a price equal to the price offered in the Offer (the "Share Purchase").
BW Group has prepared an offer document dated 19 March 2019 (the "Offer Document") containing further details regarding the Offer, the Company and BW Group, and shareholders are advised to review the Offer Document in detail. Subject to regulatory restrictions in certain jurisdictions, the Offer Document and personal acceptance form(s) will be distributed per post to the shareholders of Epic Gas registered in the Company's share register in the Norwegian Central Securities Depositary (VPS) as per 18 March 2019. Shareholders with known digital addresses will also receive the Offer Document per email. Shareholders who hold shares though nominees are encouraged to contact their nominee in order to receive the Offer Document personally.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions and the Offer is not made in any jurisdiction where the making of the Offer would not be in compliance with the laws of such jurisdiction. The BW Group assumes no responsibility in the event there is a violation by any person of such restrictions. Persons who come into possession of this announcement, or to whom such other information should come, are required to inform themselves about and to observe any such restrictions. This announcement does not in itself constitute an offer. The Offer is made in the Offer Document and can only be accepted pursuant to the terms of such document.
For further information, please contact:
BW Group, Communications and Branding
+65 6434 5871/ +65 9654 9405
About BW Group
BW Group is a leading global maritime group involved in shipping, floating gas infrastructure and deepwater oil & gas production, and has been delivering energy and other vital commodities for more than 80 years, with a controlled fleet of over 300 ships including affiliates and subsidiaries. The group was founded by Sir YK Pao in Hong Kong in 1955 as World-Wide Shipping. In 2003, the group acquired Bergesen, Norway’s largest shipping company founded in 1935, and in 2005, the business was re-branded as BW. Today, BW Group operates the world’s largest gas shipping fleet (LNG and LPG combined), with a total of 70 large gas vessels, including three FSRUs (floating storage and regasification units). BW Offshore operates the world’s second largest floating oil and gas production fleet (FPSOs), with 15 units in US, Brazil, Mexico, West Africa, North Sea, and Australasia. BW’s fleet also includes crude oil supertankers, refined oil tankers, chemical tankers and dry bulk carriers.