(Singapore, 15 August 2024)
BW LPG Limited ("BW LPG", OSE ticker code: "BWLPG.OL", NYSE ticker code "BWLP"),
has today entered into agreements to acquire 12 modern Very Large Gas Carriers
(VLGCs) from Avance Gas Holdings Ltd. ("Avance Gas", OSE ticker code: "AGAS")
for a total consideration of US$ 1,050 million (the "Transaction"). The
acquisition fleet comprises four 91K CBM dual fuel VLGCs, of which two are
2022-built and two are 2023-built, and eight 2015-built 83K CBM VLGCs of which
six are scrubber-fitted (see Appendix for Fleet List).
The Transaction is funded through the issuance of 19.282 million new BW LPG
shares to Avance Gas, a cash consideration of US$ 585.4 million and the novation
of remaining debt in the amount of US$ 132 million pertaining to two
sale-leaseback vessels. US$ 235.4 million of the cash consideration will be paid
from BW LPG's available cash resources and US$ 350 million will be financed by a
shareholder loan from BW Group, BW LPG's largest shareholder.
Following the issuance of the total share consideration, Avance Gas will become
a 12.77% shareholder in BW LPG. Avance Gas will have a 40 calendar day lock-up
period in respect of the consideration shares received following delivery of
each vessel.
BW LPG is expected to increase its net leverage ratio from 7% in Q1 2024 to a
range of 30-35%, maintaining a robust balance sheet to support continued
shareholder distributions.
The Transaction will add significant scale to BW LPG's fleet. It increases the
number of owned and operated VLGCs from 41 to 53, of which 22 are LPG dual fuel.
This further solidifies BW LPG's position as the world's leading owner and
operator of VLGCs, with the largest number of LPG dual-fuel powered VLGC's. This
fleet expansion comes at an opportune time with VLGC newbuild deliveries abating
and continued growth in global LPG export volumes.
Consents from the lessors of two sale-leaseback facilities, and the charterers
of three time-charter parties, is to be obtained prior to delivery of five of
the vessels. Closing of the Transaction will take place on a vessel-by-vessel
basis targeted to be completed by 31 December 2024.
Mr. Andreas Sohmen-Pao, Chairman of the Board of BW LPG, commented, "This
strategic transaction supports BW LPG's ambition to serve our customers with
enhanced shipping and product delivery options in the fast-growing LPG space.
The addition of these 12 vessels will result in an expanded fleet, greater
flexibility, and are expected to be accretive to earnings based on our market
view. They will also support our product trading and terminal activities".
Mr. Kristian Sørensen, CEO of BW LPG, commented, "Today's transaction marks a
major milestone in BW LPG's history and reflects our ability to execute large
fleet acquisitions by maintaining a robust balance sheet and using the BW LPG
share as an attractive currency. The acquired vessels will further enhance our
commercial scale and increase our operational leverage in a market we expect to
be strong in the coming years and as such solidify earnings and dividend
potential".
Conference call:
To present the transaction, BW LPG will host a conference call on 15 August 2024
at 3:00 p.m. CEST / 9:00 a.m. EST. The Call will be held live via Zoom. Please
register at the link below:
https://bit.ly/BWLPG_IPAug2024
A recording will also be available after the event on BW LPG's website at:
https://www.investor.bwlpg.com.
The link will also be made available on BW LPG's website at:
https://www.investor.bwlpg.com.Those wishing to listen to the call should
connect at least five minutes prior to the start of the call to ensure
connection. The information provided on the teleconference is only accurate at
the time of the conference call, and BW LPG will take no responsibility for
providing updated information. An investor presentation will be made available
on BW LPG's website.
Advisors:
DNB Markets, a part of DNB Bank ASA acted as financial advisor on the
Transaction.
Advokatfirmaet Thommessen AS and Cleary Gottlieb is serving as legal counsel to
BW LPG in connection with the Transaction.
Advokatfirmaet Wiersholm AS is serving as legal counsel to Avance Gas in
connection with the Transaction.
For further information, please contact:
Kristian Sørensen, CEO, BW LPG
Samantha Xu, CFO, BW LPG
E-mail: investor.relations@bwlpg.com
Disclaimer
Neither this announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with, any offer or purchase whatsoever in any
jurisdiction and shall not constitute or form part of an offer to sell or the
solicitation of an offer to buy any securities in the United States or in any
other jurisdiction. The securities referred to herein may not be offered or 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 LPG does not intend to
register any part of the offering in the United States or to conduct a public
offering in the United States of the shares to which this announcement relates.
This information announcement includes inside information pursuant to Article 7
of the EU Market Abuse Regulation and is subject to disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by Lisa Lim, Head of Corporate Communications, on 15
August 2024 at 1210hrs CEST.
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, an
in-house LPG trading division and a growing presence in LPG terminal
infrastructure and distribution, BW LPG offers an integrated, flexible, and
reliable service to customers along the LPG value chain. 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 450 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.