18 April 2024
Reference is made to the announcement made by BW LPG Limited (“BW LPG” or the “Company”) on 8 April 2024 regarding the Company′s public filing of a registration statement on Form 20-F with the U.S. Securities and Exchange Commission, in connection with a proposed listing of the Company′s common shares on the New York Stock Exchange (the “NYSE”) in addition to the current listing of the Company′s common shares on the Oslo Stock Exchange (the “OSE”).
To facilitate the listing on the NYSE and transfer of common shares between the NYSE and the OSE, the Company intends to amend the registration structure for all its common shares to be primarily recorded and settled within the Depository Trust Company (the “DTC”) in the United States and secondarily recorded and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository (“CSD”) link (the “Conversion”). Consequently, the Company’s common shares will be registered in the Company’s register of members in the name of the DTC′s nominee, Cede & Co, and the DTC will act as the primary central securities depository for the shares. DNB Bank ASA, Registrars’ Department (the “VPS Registrar”) will continue to administrate the Company’s VPS register. A custodian of the VPS Registrar will be registered as the holder of the primarily registered securities in the DTC, and the secondary recording of the shares in the VPS will be derived from the DTC via the CSD link. To be able to initiate the Conversion, the DTC will need to approve the Company′s common shares for eligibility for clearing through the DTC. Following completion of the Conversion, the Company′s common shares may be transferred between the DTC and the VPS to enable trading between the respective trading venues.
Previously the technical settlement procedures in the VPS required a trading suspension in shares listed on the OSE to implement a transfer of shares from VPS to DTC through a CSD link. Due to new functionality in the settlement procedure in the VPS, the Company’s common shares listed on the OSE will continue to trade as normal on the OSE during the implementation of the Conversion, but a delay in the settlement procedure for shares traded during the last trading day prior to the Conversion may occur. The exact timing of the actual Conversion is not yet determined and is subject to the DTC clearing the shares for eligibility, but it is expected that the last trading day prior to
the Conversion will be on or about 24 April 2024.
To facilitate the Conversion, the board of directors will transfer the legal title to the Company’s common shares to Cede & Co acting as nominee for the DTC pursuant to the power granted to the board of directors in bye-law 7.4 b). No action will be required by an investor holding shares in the VPS in connection with the Conversion, and investors’ registered holdings in the VPS will continue. An investor may request by a written notice that such investor’s shares are not transferred to the DTC in the Conversion. Any such notice must be sent to the secretary of the Company at [email protected] no later than by 2 pm CEST on 23 April 2024. Shares which are not transferred to Cede & Co in the Conversion will be unable to be traded on either the NYSE or the OSE following completion of the Conversion. Pursuant to the bye-laws, an investor may by written notice to the secretary of the Company request a subsequent transfer of shares to or from the DTC.
The Company′s common shares will continue to be registered under ISIN code BMG173841013 and remain trading on the OSE under the ticker “BWLPG” following the Conversion.
DNB Markets, Inc. is acting as financial advisor to the Company in relation to the listing on the NYSE. Advokatfirmaet Thommessen AS is acting as Norwegian legal advisor, Conyers Dill & Pearman Limited is acting as Bermuda legal advisor and Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal advisor to the Company.
Please see the attached information letter regarding the Conversion which has been distributed to the shareholders today.
For further information, please contact:
Samantha Xu
Chief Financial Officer
E-mail: [email protected]
About BW LPG
BW LPG is the world’s leading owner and operator of LPG vessels, owning and operating Very Large Gas Carriers (VLGC) with a total carrying capacity of over 3 million CBM. With five decades of operating experience in LPG shipping, experienced employees and an in-house LPG trading division, BW LPG offers an integrated, flexible, and reliable service to customers. More information about BW LPG can be found at https://www.bwlpg.com.
BW LPG is associated with BW Group, a leading global maritime company involved in shipping, floating infrastructure, deepwater oil & gas production, and new sustainable technologies. Founded in 1955 by Sir YK Pao, BW controls a fleet of over 490 vessels transporting oil, gas and dry commodities, with its 200 LNG and LPG ships constituting the largest gas fleet in the world. In the renewables space, the group has investments in solar, wind, batteries, biofuels and water treatment.
This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.