BW LPG Limited - Result of Subsequent Court Hearing Regarding the Redomiciling to Singapore

Rhea-AI Summary

On June 20, 2024, BW LPG received court approval to redomicile from Bermuda to Singapore. The Supreme Court of Bermuda sanctioned the Scheme of Arrangement, initiating the company's transition. The redomiciliation is expected to be effective around July 1, 2024, subject to additional approvals and filings. Post-redomiciliation, BW LPG will adopt new ISIN and CUSIP codes for its shares trading on the Oslo Stock Exchange and the New York Stock Exchange, anticipated to start around July 5, 2024. BW LPG will continue trading under its current tickers

Positive

• The Supreme Court of Bermuda sanctioned the Scheme, allowing the transition from Bermuda to Singapore.

• Redomiciliation expected to be effective around July 1, 2024, enhancing corporate governance and regulatory alignment.

• Continuity of trading under existing tickers

• BWLPG
• and
• BWLP
• minimizes market disruption.

Negative

• Potential delays if final approvals and conditions are not met by July 1, 2024.

• Uncertainty about new ISIN and CUSIP codes may cause confusion among investors until July 5, 2024.

Insights

Legal Expert

The court's approval to re-domicile BW LPG from Bermuda to Singapore represents a significant legal shift for the company. This move is governed by Section 99 of the Bermuda Companies Act 1981, which allows companies to change their jurisdiction of incorporation. From a legal standpoint, this transition signifies a more favorable regulatory environment in Singapore that could benefit BW LPG in terms of tax, corporate governance and legal structure. However, investors should be aware that this process is complex and involves multiple regulatory approvals, which introduces potential delays or unforeseen issues. The re-domiciliation also requires new ISIN and CUSIP codes, which could briefly affect trading liquidity and investor sentiment. Legal hurdles are mostly cleared with the court's sanction, but completion hinges on final approvals from Singaporean authorities.

Financial Analyst

From a financial perspective, BW LPG's decision to move its legal domicile to Singapore could have several implications. Singapore offers a more favorable tax regime compared to Bermuda, which could enhance the company's profitability over the long term. The change might also bring operational efficiencies and reduce compliance costs due to Singapore's robust financial infrastructure. On the downside, there's potential for short-term market volatility as investors adapt to the new ISIN and CUSIP codes. Additionally, the administrative costs associated with the re-domiciliation should be considered. Investors should keep an eye on the company's quarterly financials to gauge any immediate impact on operational costs and tax obligations.

Market Research Analyst

Relocating to Singapore positions BW LPG more advantageously in the Asian market, which is pivotal for the LPG sector given the region's growing energy demands. This strategic move could enhance market access and operational efficiency, particularly in logistical terms. However, there may be challenges related to regulatory compliance during the transition phase. The timing of these changes, especially the registration and trading of shares under new codes, will require close monitoring to avoid any potential dip in trading volumes or investor confidence. Long-term, this re-domiciliation could align BW LPG more closely with key markets and growth opportunities in Asia, potentially driving up shareholder value.

SINGAPORE--(BUSINESS WIRE)-- Reference is made to the stock exchange announcement made by BW LPG Limited (“BW LPG” or the “Company”, OSE ticker code: “BWLPG.OL”, NYSE ticker code “BWLP”) on 13 June 2024 regarding the subsequent court hearing (the "Sanction Hearing") at which the Company was to petition the Supreme Court of Bermuda (the "Court") to sanction the scheme of arrangement (the "Scheme") between the Company and its shareholders pursuant to Section 99 of the Bermuda Companies Act 1981 as amended in order to effect a discontinuance of the Company from Bermuda and continuance to Singapore and adopt the constitution of the Company which will take effect upon continuance in Singapore (the "Redomiciliation"). The Court held the Sanction Hearing on 20 June 2024 where the Court sanctioned the Scheme.

A copy of the court order is expected to be filed with the Registrar of Companies in Bermuda on or around 25 June 2024, upon which the Scheme will become binding on the Company and its shareholders.

The Company expects that the Redomiciliation will come into effect on or around 1 July 2024, subject to the filing of the court order, the final approval by the Singapore Accounting and Corporate Regulatory Authority and the satisfaction or waiver of all conditions to the Scheme as set out in the Scheme. The Company will have a new company registration number and the Company's shares will be registered under a new ISIN code for trading on the Oslo Stock Exchange and a new CUSIP code for the trading on the New York Stock Exchange due to the Redomiciliation. BW LPG has not yet received a new ISIN or CUSIP code, but it is anticipated that trading will start under the new ISIN and CUSIP codes on or around 5 July 2024, subject to the completion of the Redomiciliation and the Depository Trust Company (the "DTC") approving the eligibility of the new CUSIP. The Company’s common shares will remain trading on the Oslo Stock Exchange under the ticker “BWLPG” and the New York Stock Exchange under the ticker “BWLP” during the process on change of ISIN and CUSIP code.

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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240618342329/en/

Samantha Xu

Chief Financial Officer

E-mail: investor.relations@bwlpg.com

Source: BW LPG Limited

FAQ

What is the result of the subsequent court hearing regarding BW LPG's redomiciling to Singapore?

The Supreme Court of Bermuda sanctioned the Scheme, allowing BW LPG to redomicile from Bermuda to Singapore.

When will BW LPG's redomiciliation to Singapore take effect?

The redomiciliation is expected to take effect on or around July 1, 2024, subject to the completion of necessary approvals and conditions.

What changes will occur in BW LPG's trading codes due to the redomiciliation?

BW LPG will adopt new ISIN and CUSIP codes, anticipated to be effective for trading around July 5, 2024, while maintaining current tickers

How will BW LPG's trading be affected during the redomiciliation process?

BW LPG's shares will continue trading under the current tickers

What approvals are required for BW LPG's redomiciliation to Singapore?

Final approval from the Singapore Accounting and Corporate Regulatory Authority, filing of the court order, and the satisfaction or waiver of all conditions to the Scheme are needed.