Grev Wedels plass 7
P.O. Box 60 Sentrum
0101 Oslo – Norway
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA,
JAPAN, THE UNITED KINGDOM OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Voluntary exchange offer by Avance Gas to acquire Aurora LPG
Bermuda, 16 November 2015 – Avance Gas Holding Ltd ("Avance Gas", the "Company", ticker code:
“AVANCE”) is pleased to announce a voluntary exchange offer (the “Offer”) to acquire all the issued and
outstanding shares in Aurora LPG Holding ASA (“Aurora LPG”). The key offering details are as follows:
•
•
•
•
•
•
•
0.574 new shares in Avance Gas are offered as consideration for each share in Aurora LPG
(rounded down to the nearest whole number of shares to each accepting shareholder)
Based on the NOK 104.5 closing share price of Avance Gas as quoted on the Oslo Stock Exchange
on 13 November 2015, the implied consideration is NOK 60.0 per share in Aurora LPG
The offer represents a premium of 34.8% compared to the one month volume weighted average
share prices of both Avance Gas and Aurora LPG for the period ending on 13 November 2015
16,547,490 new common shares in Avance Gas to be issued as consideration, assuming full
acceptance of the Offer
The combined entity will own and operate a fleet of 23 VLGCs by Q3 2016. Increased scale will
drive improved access to financing. Increased scale will increase liquidity in the stock and hence
give better access to and over time better pricing in the capital markets
Avance Gas will host a conference call for analyst and investors at 15.00 CET today, 16 November
2015
The offer document will be sent to the Aurora LPG’s shareholders as soon as it has been reviewed
and approved by the Oslo Stock Exchange
The Offer
Avance Gas today announces a voluntary exchange offer to acquire all the issued and outstanding shares
in Aurora LPG. 0.574 new common shares in Avance Gas is offered as consideration for each share in
Aurora LPG (rounded down to the nearest whole number of shares to each accepting shareholder).
Based on the NOK 104.5 closing share price of Avance Gas as quoted on the Oslo Stock Exchange on 13
November 2015, the implied consideration is NOK 60.0 per share in Aurora LPG. The Offer values the
total share capital of Aurora LPG to NOK 1,729 million, or USD 200 million based on a USD / NOK
exchange rate of 8.65.
The one month volume weighted average share price of Aurora LPG as quoted on Oslo Axess for the
period ending on 13 November 2015 was NOK 48.9493 per share. The volume weighted average share
price of Avance Gas for the corresponding time period as quoted on Oslo Stock Exchange was NOK
www.avancegas.com
114.9400 per share. Hence, the Offer represents a premium of 34.8% using both volume weighted
average share prices.
Assuming that all the shareholders of Aurora LPG accept the Offer, 16,547,490 new common shares of
Avance Gas will be issued to the shareholders of Aurora LPG (based on 29,678,379 outstanding shares in
Aurora LPG less 850,000 shares currently held in treasury in Aurora LPG)
Strategic rationale
The Company sees a strong rationale for consolidation in the LPG shipping industry:
•
•
•
The combined group will have the world’s second largest VLGC fleet of 23 ships (when all
newbuildings have been delivered under the existing newbuilding programme of Aurora LPG),
increasing the potential to provide global LPG freight services;
Increased scale will drive improved access to financing; and
Increased scale will increase liquidity in the stock. Avance Gas’ average daily trading volume for
the one month period prior to the announcement of the Offer was USD 3.0 million, while Aurora
LPG’s average trading volume for the same period was USD 0.5 million. Increased liquidity will
give better access to and over time better pricing in the capital markets
Conference call
Avance Gas will host a conference call for analysts and investors today at 15:00 CET.
Dial in details are +44(0)20 3427 1903 (UK and International), +1646 254 3363 (US) or +472350 0486
(Norway). Please quote the passcode: 6476224. Phone lines will open 10 minutes before the audio
webcast.
A presentation will also be available via audio webcast, which can be accessed at Avance Gas' website
www.avancegas.com
Indicative timetable for the Offer
The Company is in the process of finalising an offer document setting out the complete terms of the Offer
(the "Offer Document"). The Offer Document will be sent to Aurora LPG’s shareholders as soon as it has
been reviewed and approved by the Oslo Stock Exchange, and will also be made available at
www.avancegas.com and www.danskebank.no/avancegas.
The Offer is expected to close during December 2015. The Offer Document will contain a detailed
timetable for the Offer and procedures for how to accept the Offer.
Conditions to completion of the Offer
The completion of the Offer will be subject to the following conditions, each of which may be waived in
whole or in part by Avance Gas at its sole discretion:
avancegas.com
(i)
Minimum acceptance of more than 90%. The Offer shall prior to the expiry of the offer period
have been accepted by the Aurora LPG shareholders for the number of shares in Aurora LPG
required in order for the Company to obtain a shareholding of more than 90% of the shares and
votes in Aurora LPG on a fully diluted basis (i.e. calculated based on the assumption that any and
all outstanding options, warrants and other instruments convertible into or otherwise giving
rights to new shares in Aurora LPG have been exercised in full, regardless of the conditions for
such exercise).
(ii)
Governmental and regulatory approvals. Any governmental, regulatory or other official
approval and/or clearance under applicable laws necessary for the consummation of the Offer,
including but not limited to applicable competition laws, shall have been duly obtained without
any conditions or on conditions that are acceptable to the Company in its sole discretion.
(iii)
No intervention. No national or international authority or court of law shall have taken any form
of legal action (whether temporary, preliminary or permanent) that restrains or prohibits the
consummation of the Offer, and no conditions shall have been imposed by any national or
international authority or court of law in connection with the Offer that the Company, in its sole
discretion, determines to be unduly burdensome.
(iv)
Third party consents. The Avance Gas group and/or the Aurora LPG group shall have received
any third party consents and/or waivers necessary for the completion of the Offer without any
adverse effects for the Avance Gas group and/or the Aurora LPG group.
(v)
No material adverse change. Prior to completion of the Offer there shall have been no change,
event, effect or condition (which shall result not only from events occurring after the date hereof
but also as a result of, separately or in combination with, any previously undisclosed
circumstances) that has or would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or
otherwise), results or operation of the Aurora LPG group or any of its subsidiaries, including a
material depletion of cash on hand, the incurring or commitment to incur any material
indebtedness, or the making or the commitment to make a material expenditure of capital.
(vi)
Ordinary conduct of business. Aurora LPG and its subsidiaries, in the period from the
announcement of the Offer and until the settlement of the Offer, shall have conducted their
business only in the ordinary course and in all material respects in accordance with applicable
laws, regulations and decisions of any governmental body, and have not entered into any
material contracts, commitments or undertakings, including, without limitation, directly or
indirectly committed to any material projects in respect of purchase, production, conversion or
leasing of vessels, or otherwise changed in any material respect the manner in which they
currently conduct their business or operations.
(vii)
No issue of shares or equity instruments and no distributions. There shall have been no
changes or decisions to make changes to the share capital of Aurora LPG or its subsidiaries, and
no issue or decision to issue any rights which entitle the holder to any form of equity interest in
Aurora LPG or its subsidiaries, and Aurora LPG shall not have declared or made any dividends or
other forms of distributions, in each case from the date of announcement of the Offer. Should
any of the above conditions not be satisfied or waived, the Company will not be required to
complete the Offer.
avancegas.com
Compulsory acquisition and delisting
Upon the completion of the Offer, Avance Gas intends to proceed with a compulsory acquisition of the
remaining shares in Aurora LPG. In connection hereto, the Offeror will seek to have the Aurora LPG
shares delisted from the Oslo Stock Exchange.
Advisors
Danske Bank is acting as financial advisor to Avance Gas and will act as receiving agent for the Offer.
Advokatfirmaet Thommessen and MJM Limited are acting as legal advisers to the Company.
Further information
The information in this announcement is not intended to be exhaustive. The Offer Document will contain
further details regarding the Offer. The Aurora LPG shareholders are advised to review the Offer
Document in detail once published. In addition, the Board of Directors of Aurora LPG is expected to make
a statement regarding the Offer at least one week prior to the expiry of the offer period.
For further queries, please contact:
Christian Andersen, President
Tel: +47 22 00 48 05 / Email: [email protected]
Peder C. G. Simonsen, CFO
Tel: +47 22 00 48 15 / Email: [email protected]
Andreas Røde, Danske Bank
Tel. +47 98 22 85 62 / Email: [email protected]
About Avance Gas
Avance Gas operates in the global market for transportation of liquefied petroleum gas (LPG). The
Company is one of the world's leading owners and operators of very large gas carriers (VLGCs),
operating a fleet of fourteen modern VLGC ships.
Disclaimers
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 Australia, Canada, Japan, the United
Kingdom or the United States, or any other jurisdiction in which such distribution would be unlawful or
would require registration or other measures.
avancegas.com
The Offer Document will not be directed at persons whose acceptance of the Offer requires that (i)
further documents are issued in order for the Offer to comply with local law or (ii) registration or other
measures are taken pursuant to local law. No document or material relating to the Offer may be
distributed in or into any country where such distribution or offering requires any of the aforementioned
measures to be taken or would be in conflict with any law or regulation of such country. The Offer is not
being made in or into Australia, Canada or Japan or, subject to the exceptions described below, the
United States, and will not be permitted to be accepted in or from these jurisdictions.
The Offer is being made for shares of Aurora LPG, a public limited liability company organised and
registered under the laws of Norway, and is subject to Norwegian disclosure, takeover laws and
regulations, and procedural requirements that are different from those of the United States. The shares
of Aurora LPG have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the
“U.S. Exchange Act”), and are not listed or traded on any stock exchange in the United States. The Offer
is being made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the
U.S. Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act
and otherwise in accordance with the requirements of Norwegian law, the applicable rules and
regulations of the Oslo Stock Exchange and certain other applicable laws.
In the United States, the Offer is only being made and the consideration shares are only being offered to
shareholders of Aurora LPG who are “qualified institutional buyers”, as defined in Rule 144A under the
U.S. Securities Act of 1933, as amended (the ”U.S. Securities Act”), in transactions not involving any
public offering within the meaning of the U.S. Securities Act. Accordingly, the Offer is only open for
acceptance in the United States to shareholders who Avance Gas reasonably believes are “qualified
institutional buyers” and no offer or solicitation for an offer is made to any other person in the United
States. Any person (including nominees, trustees and custodians) who would, or otherwise intends to,
forward the Offer Document or any related documents to the United States or to any “U.S. person” as
defined in Regulation S may only do so if such person reasonably believes that the recipient is a “qualified
institutional buyer.”
The communication of the Offer Document will not be made by, and has not been approved by, an
”authorised person” for the purposes of section 21 of the Financial Services and Markets Act 2000
(“FSMA”). Accordingly, the Offer Document will not be distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of the Offer Document is exempt from the
restriction on financial promotions contained in section 21 of FSMA on the basis that it is a
communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a
body corporate and the object of the transaction may reasonably be regarded as being the acquisition of
day to day control of the affairs of that body corporate within Article 62 (Sale of body corporate) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
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 Avance Gas 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
avancegas.com
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.
avancegas.com