NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
BW Group Limited (the “Seller”) has retained DNB Markets, part of DNB Bank ASA, Fearnley Securities AS, and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners (the “Managers”) to explore a potential block sale of existing shares in BW LPG Limited (the “Company”) through a private placement (the “Offering”).
The Seller is contemplating selling up to 8,400,000 shares in the Company (equal to approx. 6% of the Company’s outstanding shares). The Seller reserves the right, at its sole discretion, to amend the number of Offer Shares sold or to sell no Offer Shares at all. The price and the final number of shares in the Offering will be determined through an accelerated book building process denominated in NOK.
The bookbuilding period in the Offering will commence immediately 3 October 2023 and will close on 4 October 2023 at 08:00 CEST. The Seller may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed. The Offering is expected to be priced and allocated before 09:00 CEST on 4 October 2023 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The allocated shares in the Offering will be tradeable on the Oslo Stock Exchange from T.
The Seller currently controls 56,807,126 shares in the Company (equal to approx. 40.58% of the Company’s outstanding shares). The Seller will enter into a 180-day customary lock-up with the Managers following the completion of the Offering for any of the shares the Seller currently holds in the Company which are not sold as part of the Offering.
The Seller remains committed to be the leading long-term shareholder in the Company and is a strong believer of the LPG market. The purpose of the Offering from the Seller’s perspective is to enhance the trading liquidity in the Company’s shares in support of its upcoming dual listing in the US, and to rebalance the Seller’s portfolio of 18 group companies. The Seller has done this before and it allows the Seller to support the Company’s shares when necessary.
The Seller is represented on the Company’s board of directors by Chairman Mr Andreas Sohmen-Pao, also being the Chairman of the Seller.
The Offering has not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and will be made pursuant to applicable exemptions from the obligation to publish a prospectus in Norway as well as exemptions from the U.S. Securities Act and the securities laws of other applicable jurisdictions.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129 and ancillary regulations, are available.
For more information about the Offering please contact one of the Managers:
DNB Markets
+47 24 16 90 20
Fearnley Securities
+47 22 93 60 00
Pareto Securities
+47 22 87 87 50
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Lisa Lim at BW LPG Limited, on 3 October 2023 at 16:30 CEST.
Important Notice:
This announcement and the information contained herein is for information purposes only and is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Canada, Australia, Japan, Hong Kong or South Africa or any other jurisdiction in which such an offer or solicitation would be unlawful. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada, Australia, Hong Kong, South Africa or Japan. Such securities may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In the European Economic Area (the “EEA”), this announcement is addressed only to and directed only at, persons in member states who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) (“Qualified Investors”).
In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are “investment professionals” specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise lawfully be communicated; and (B) are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity in connection with this announcement will be available to, and will only be engaged with, Qualified Investors in the EEA or Relevant Persons in the United Kingdom.
Any offer and sale of the securities in Canada will be made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of the securities into Canada must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the securities outside of Canada. There will be no public offering of the securities in Canada. This press release does not contain all of the information that would normally appear in a prospectus under applicable Canadian securities laws. No securities commission or similar authority in Canada has reviewed or in any way passed upon this press release or the merits of the securities. Any representation to the contrary is an offense. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities in Canada. No offer and sale of securities is or will be made in Canada, except to persons who are: (a) an “accredited investor” within the meaning of Section 1.1 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the “OSA”), as applicable, and is either purchasing the securities as principal for its own account, or is deemed to be purchasing the securities as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) not created or used solely to purchase or hold the securities as an accredited investor under NI 45-106; (c) a “permitted client” within the meaning of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the securities without the benefit of a prospectus under such securities laws.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 the Seller 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 their control.
By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Neither of the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 judgment. 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.