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6-K 1 tm2421789d1_6k.htm FORM 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2024

 

Commission File Number: 001-42008

 

BW LPG Limited
(Translation of registrant’s name into English)

 

c/o BW LPG Holding Pte Ltd

10 Pasir Panjang Road,

#17-02 Mapletree Business City, Singapore 117438

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x            Form 40-F  ¨

 

 

 


 

DOCUMENTS TO BE FURNISHED AS PART OF THIS FORM 6-K

 

Exhibit Number Description
99.1 BW LPG Acquires 12 Very Large Gas Carriers from Avance Gas  
   
99.2   BW LPG Limited – Notice of Upcoming Conference Call on 15 August 2024
   

 


 

SIGNATURES

  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BW LPG Limited
     
  By: /s/ Samantha Xu
  Name: Samantha Xu
  Title: Chief Financial Officer
     
Date: August 15, 2024    

 

 

 

EX-99.1 2 tm2421789d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

BW LPG Acquires 12 Very Large Gas Carriers from Avance Gas

 

(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, of which US$ 368 million is to fund the repayment of the existing bank debt of 10 vessels. Remaining debt in the amount of US$ 132 million pertaining to two sale-leaseback vessels is to be novated. 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.

 

Consent from the lessor 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 1200hrs 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.

 

 


 

Appendix: List of vessels to be acquired by BW LPG

  

No Name Size Year built Yard Ownership Note
1 Mistral 83,000 2015 Jiangnan, China 100% Scrubber
2 Monsoon 83,000 2015 Jiangnan, China 100% Scrubber
3 Breeze 83,000 2015 Jiangnan, China 100% Scrubber
4 Passat 83,000 2015 Jiangnan, China 100% Scrubber
5 Sirocco 83,000 2015 Jiangnan, China 100% Scrubber
6 Avance Levant 83,000 2015 Jiangnan, China 100% Scrubber
7 Chinook 83,000 2015 Jiangnan, China 100%  
8 Pampero 83,000 2015 Jiangnan, China 100%  
9 Avance Polaris 91,000 2022 Daewoo, South Korea Sale leaseback LPG dual fuel
10 Avance Capella 91,000 2022 Daewoo, South Korea Sale leaseback LPG dual fuel
11 Avance Rigel 91,000 2023 Daewoo, South Korea 100% LPG dual fuel
12 Avance Avior 91,000 2023 Daewoo, South Korea 100% LPG dual fuel

 

 

 

EX-99.2 3 tm2421789d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

BW LPG Limited – Notice of Upcoming Conference Call on 15 August 2024

 

(Singapore, 15 August 2024)

 

BW LPG Limited (“BW LPG”, the “Company”, OSE ticker code: “BWLPG.OL”, NYSE ticker code: “BWLP”) will, in conjunction with the announcement made on 15 August 2024 regarding the acquisition of 12 modern VLGCs from Avance Gas, hold a conference call to discuss an Investor Presentation. The call will be hosted by Kristian Sørensen (CEO) and Samantha Xu (CFO).

 

The details are as follows:

 

Date:

15 August 2024, Thursday

 

Location and Time:

Oslo, Norway (15:00 CET/ UTC + 1 hours)
New York, USA (09:00 EDT/ UTC – 5 hours)
Singapore, Singapore (21:00 SGT/ UTC + 8 hours)

 

The conference call will be held live via Zoom. Please register in advance at the link below:

 

https://bit.ly/BWLPG_IPAug2024

 

A confirmation email will be sent, with information on how to join the Zoom meeting. A recording of the presentation will also be available after the event on the Company’s website at https://www.investor.bwlpg.com.

 

For further information, please contact:

 

Kristian Sørensen, CEO
Samantha Xu, CFO
E-mail: investor.relations@bwlpg.com

 

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 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.