BW LPG Ltd.

04/18/2024 | Press release | Distributed by Public on 04/18/2024 06:50

BW LPG Limited – Intended transfer of share register to DTC

BW LPG Limited - Intended transfer of share register to DTC

18 Apr 2024 14:45 CEST

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Issuer

BW LPG Limited

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.

More information:
Access the news on Oslo Bors NewsWeb site

616151_BW LPG - Information letter to shareholders (18 April).pdf

Source

BW LPG Limited

Provider

Oslo Børs Newspoint

Company Name

BW LPG

ISIN

BMG173841013

Symbol

BWLPG

Market

Oslo Børs