NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
BW PACIFIC– LAUNCH OF INITIAL PUBLIC OFFERING AND APPROVED PROSPECTUS
Singapore, 2 November 2015. Reference is made to the announcement on 19 October 2015 of the intention to list the common shares of BW Pacific Limited (“BW Pacific”, the “Company”, OSE ticker code: “BWP”) on the Oslo Stock Exchange and the contemplated initial public offering (the “Offering”). BW Pacific has resolved to launch the Offering and to apply for a listing of its shares on the Oslo Stock Exchange. Subject to approval of the listing application and successful completion of the Offering, the shares of BW Pacific are expected to be admitted to listing and commence conditional trading on the Oslo Stock Exchange on 13 November 2015.
The Offer Shares (as defined below) are expected to be sold at a price between NOK 44 and NOK 50 per Offer Share, corresponding to an equity value (including issuance of the New Shares (as defined below)) of between approximately NOK 6,879 million and NOK 7,524 million. The final price per Offer Share may, however, be set above or below this indicative price range.
The Offering will comprise of up to 48,693,182 new common shares (the “New Shares”) to be issued by the Company to raise a fixed amount of NOK 2,142.5 million (equivalent to USD 250 million at a NOK/USD exchange rate of 8.5700), and up to 9,738,636 existing common shares (the “Sale Shares”, and together with the New Shares, the “Offer Shares”) to be offered by the BW Group Limited and PAG Tankers Limited (collectively, the “Selling Shareholders”). In addition, the Selling Shareholders will grant DNB Markets, on behalf of the Managers (as defined below), an over-allotment option to purchase a number of additional common shares (the “Additional Shares”) equalling up to approximately 15% of the final aggregate number of Offer Shares allocated in the Offering.
It is expected that the free float of BW Pacific will be equivalent to at least 34.2% of the share capital (excluding the over-allotment option) and to as much as 43.0% of the share capital (including the over-allotment option).
The Selling Shareholders will receive the proceeds from the sale of the Sale Shares and the Additional Shares, if any, and the Company will receive the proceeds from the sale of the New Shares in the Offering.
The Selling Shareholders and the Company will be subject to a customary lock-up period of six months following the Offering.
The Financial Supervisory Authority of Norway has approved the prospectus dated 30 October 2015 (the “Prospectus”) that has been prepared in connection with the Offering. The terms and conditions for the Offering, as further set out in the Prospectus, comprise:
- An institutional offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from prospectus requirements, and (c) investors in the United States who are QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,000,000.
- A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the institutional offering. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit. In addition to the public in Norway, members of the board of directors of the Company and employees of BW Pacific and its consolidated subsidiaries may apply for Offer Shares in the retail offering.
The bookbuilding for the institutional offering will commence on 2 November 2015 at 09:00 hours (CET) and run until 15:00 hours (CET) on 12 November 2015. The application period for the retail offering will commence on 2 November 2015 at 09:00 hours (CET) and run until 12:00 hours (CET) on 12 November 2015. The bookbuilding period and the application period may be shortened or extended at any time. The final number of Offer Shares and the final price per Offer Share will be determined by the Company and the Selling Shareholders, in consultation with the Joint Bookrunners (as defined below), after completion of the bookbuilding period for the institutional offering.
The pricing of the transaction is expected to take place on or around 12 November 2015 with conditional trading of the shares in BW Pacific on the Oslo Stock Exchange to commence on or around 13 November 2015 under the ticker symbol “BWP.”
Completion of the Offering is conditional upon the board of directors of the Oslo Stock Exchange approving the application for listing of the shares in the Company in a meeting to be held on or about 6 November 2015 and the satisfaction of the conditions for admission to trading to be set by the Oslo Stock Exchange, which are expected to be that (a) BW Pacific will have in excess of 500 shareholders, each holding shares with a value of more than NOK 10,000, (b) there will be a minimum free float of the shares of 25% and (c) the proceeds to the Company from the issuance of the New Shares being at least USD 100 million. Further, completion of the Offering is conditional upon (i) the Company and the Selling Shareholders, in consultation with the Joint Bookrunners, having approved the final offer price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, (ii) the Company, the Selling Shareholders and the Joint Bookrunners having entered into the payment agreement relating to payment of Offer Shares (as further described in the Prospectus) and satisfaction of the conditions included in the payment agreement, and (iii) the payment agreement not having been terminated. There can be no assurance that these conditions will be satisfied.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available atwww.bwpacifictankers.com, www.dnb.no/emisjoner, www.paretosec.com and www.seb.no from today, 2 November 2015. Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company or one of the Managers.
DNB Markets, a part of DNB Bank ASA, is acting as Global Coordinator for the Offering and Pareto Securities AS, together with the Global Coordinator, are acting as Joint Bookrunners for the Offering. Skandinaviska Enskilda Banken AB (publ.), Oslo Branch is acting as Co-Manager for the Offering. The Global Coordinator and the Joint Bookrunners and the Co-Manager are herein referred to as the “Managers”.
For further queries, please contact:
Lisa Lim – Corporate Communications
Tel: +65 6434 5871
ABOUT BW PACIFIC
BW Pacific is a leading provider of maritime energy transportation services with a substantial fleet of product tankers. We apply our competence and experience in commercial management and operations to offer customers the best solution to their energy transportation challenges. BW Pacific is associated with the BW Group, a shipping group which, for over 80 years, has been involved in oil and gas transportation, floating gas infrastructure, environmental technologies and deep-water production.
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 or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan, 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 Pacific 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 Pacific 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.
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 Shareholders 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.