NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, OR SOUTH AFRICA OR ANY OTHER COUNTRIES WHERE THE DISTRIBUTION OF SUCH INFORMATION IS RESTRICTED BY LAW
Placement and pricing of USD 250 million Exchangeable Bonds due 2019 exchangeable into common shares of BW LPG
Bermuda, 3 September 2014 – With reference to the press release issued earlier today, BW Group Limited (“BW Group” or the “Issuer”) announces the placement and pricing of its offering (the “Offering”) of senior secured bonds due 2019 (the “Bonds”) exchangeable into common shares (the “Shares“) of BW LPG Limited (the “Company”). Based on investors’ demand, the Issuer has decided to exercise in full the increase option in order to increase the initial Offering size to USD 250 million.
The Bonds will bear interest at a fixed rate coupon of 1.75% per annum, payable semi-annually in arrear.
The initial exchange price of the Bonds has been set at a premium of 32.5% to the reference price of USD 12.6154 (based on the volume weighted average price of the Shares on the Oslo Stock Exchange of NOK 78.3076 and a USD:NOK 0.1611 exchange rate) between launch and pricing.
The Bonds will constitute direct, unconditional and unsubordinated obligations of the Issuer and will be secured by a first priority security by way of pledge, governed by Norwegian law, in respect of the Pledged Property. The “Pledged Property” will on issue of the Bonds comprise Shares representing a collateral ratio of 200 per cent of the number of Shares underlying the Bonds at the initial exchange price. Up to 50 per cent of the Shares initially comprising the Pledged Property may be borrowed from time to time by Nordea Bank AB pursuant to a stock lending agreement with the Issuer.
The Bonds will be issued at 100% of their principal amount in the denomination of USD 200,000 each and, unless previously exchanged, redeemed or purchased and cancelled, will be redeemed at 100% of their principal amount at maturity in September 2019. Upon exchange, the Issuer will have the option to deliver Shares and/or cash.
The Issuer has the right to call the Bonds at par plus accrued interest at any time if less than 15% of the Bonds originally issued remain outstanding.
Settlement of the Bonds is expected to take place on or about 10 September 2014 (the “Settlement Date”).
The Issuer will be subject to a lock-up ending 90 days after the Settlement Date with respect to the Shares.
The proceeds from the Offering will be used for general corporate purposes.
The Bonds will not initially be listed. The Issuer may at its option list the Bonds subsequently.
ABG Sundal Collier and BNP Paribas acted as Joint Bookrunners of the Offering.
About the Issuer
BW Group is a leading global maritime group involved in oil and gas transportation, floating gas infrastructure, environmental technologies and deepwater production. Through its predecessor companies, Bergesen and World-Wide Shipping, BW has been delivering energy and other vital commodities for more than 75 years. BW’s fleet of over 140 vessels includes crude oil supertankers, refined oil tankers, LNG and LPG carriers, chemical tankers and floating production storage and offloading (FPSO) units.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN (INCLUDING THE BONDS AND THE SHARES) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE LAWS OF ANY STATE WITHIN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. NO OFFERING OF THE BONDS OR THE SHARES IS BEING MADE, AND THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
This Announcement is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) who fall within Article 49(2)(a) to (d) of the Order or (iv) to whom this Announcement may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “Relevant Persons”). This Announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged only with Relevant Persons. In addition, if and to the extent that this Announcement is communicated in, or the offered securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the “Prospectus Directive”), this Announcement and the Offering are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.
The Joint Bookrunners are acting for the Issuer in connection with the offer, and for no-one else and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the offer, and the Joint Bookrunners make no representations as to the accuracy of and take no responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of or makes any representation as to the accuracy or completeness of this announcement.