BW Gas Limited enters into an agreement to acquire Bergesen LNG Limited, a company owning four LNG vessels, from World Nordic SE with settlement in newly issued shares, and intends to perform a rights issue towards minority shareholders.
BW Gas Limited (the “Company”, “BW Gas”) has entered into a share sale and
purchase agreement to effectively acquire four LNG vessels (built 2006-2008)
from World Nordic SE, the principal shareholder of the Company (the “Seller”)
for a total consideration of USD 720 million (the “Acquisition”).
The shares of Bergesen LNG Limited, the company owning the four LNG
vessels, will be transferred to BW Gas as a contribution in kind and BW Gas
will pay the consideration by issuing 273,577,019 new shares (NOK 18.5 per
share) to the Seller. Bergesen LNG Limited and its assets are being
transferred on a debt free basis.
BW Gas intends to offer its shareholders other than the Seller transferable
rights to subscribe for new shares at the same price terms as in the
Acquisition (NOK 18.5 per share), aiming to raise up to NOK 1,581 million
(the “Offering”). The purpose of the Offering is to provide the eligible minority
shareholders with the possibility to maintain their proportionate ownership
in the Company on the same level as before the acquisition of the LNG
vessels. The Company currently expects the Offering to take place before
the end of the first quarter 2009. The Acquisition is expected to be completed
simultaneously with the Offering.
The Seller will receive an underwriting commission equal to 2% of the
Acquisition value in consideration of the Seller’s commitment to subscribe
for the new shares. The Company will offer other major shareholders the
opportunity to commit by Friday 30 January 17:30 CET to participate in
the Offering at similar terms in an underwriting syndicate for the Offering.
The Acquisition and the Offering are subject to an approval by the special
general meeting of shareholders of BW Gas that is scheduled to be held
26 February 2009. The special general meeting will be held at the
following location: Clarendon House, 2 Church Street, Hamilton HM11,
Bermuda.
“We are very pleased to add the LNG vessels to our fleet, thereby
strengthening our financial position through the acquisition of assets
which are complementary to our portfolio and relevant to our core
operating capabilities. The subsequent offering will improve our
financial capacity further. Not only do the transactions bring BW Gas
into a comfortable position in relation to the requirements under the
financing agreements of the Company, but they also put us in a
position to target value enhancing investments in shipping markets
where opportunities caused by distress are likely to occur,” says
CEO Jan Håkon Pettersen.
Background and details for the Acquisition and the Offering
The decision to strengthen the financial position of the Company has
been made to create increased headroom against the financial
covenants under the Company’s debt financing agreements and to
increase commercial flexibility following the changes in the Norwegian
tonnage tax regime in 2007, the recent turbulence in the shipping and
financial markets and the risk of continued volatility in the mentioned
markets.
Details of the Acquisition include that World Nordic SE will transfer
all the shares in its wholly owned company Bergesen LNG Limited,
owning the four modern LNG vessels through single purpose ship
owning companies, to BW Gas in exchange for 273,577,019 number
of new shares in BW Gas at NOK 18.5 per share. Bergesen LNG
Limited is valued at USD 720 million in the Acquisition and
carries no debt. The valuation is based on an independent ship
broker’s assessments. All four vessels are fixed on 20.5 year time-
charter contracts to Nigeria LNG Limited and are state of the art,
modern vessels built in 2006, 2007, 2007 and 2008 respectively.
The Company has managed these vessels for a fee since their
respective delivery dates.
Bergesen LNG Limited does not have any employees and its only
assets are the shares in four shipowning companies, Bergesen
LNG VIII Ltd, Bergesen LNG IX Ltd, Bergesen X Ltd and Bergesen XI
Ltd, each of which owns one LNG vessel. The board of directors
of Bergesen LNG Limited currently consists of Andreas Sohmen-Pao,
Lui Pak Ming Clarence, and Michael G. Smyth. Below is a summary
of key financial information for Bergesen LNG Limited for the
financial periods ending 30 November 2008 and 31 December
2007, 2006 and 2005 respectively (source: www.maritimeandenergy.com).
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