6-K
BW LPG Ltd (BWLP)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the monthof May, 2024
Commission FileNumber: 001-42008
BW LPG Limited
(Translation of registrant’s name into English)
c/oBW LPG Holding Pte Ltd
10Pasir Panjang Road,
#17-02Mapletree 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 | Stock Exchange Announcement – Information about the proposed redomiciling to Singapore – Distribution of Practice Statement Letter |
| 99.2 | Practice Statement Letter |
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: May 3, 2024
Exhibit 99.1
Information about the proposed redomiciling to Singapore –Distribution of Practice Statement Letter
3 May 2024
The board of directors of BW LPG Limited (“BWLPG” or the “Company”) propose to implement a scheme of arrangement (the “Scheme”) between the Company and its shareholders pursuant to Section 99 of the Bermuda Companies Act 1981 as amended (the “Bermuda CompaniesAct”) in order to effect a discontinuance of the Company from Bermuda and continuance to Singapore in accordance with the provisions of Section 132G of the Bermuda Companies Act and Part 10A of the Singapore Companies Act 1967 (the “Redomiciliation”).
There will be a hearing on 15 May 2024 at 9:30 a.m. (Bermuda time) at which the Supreme Court of Bermuda will be asked to give directions as to the convening of a meeting of shareholders of the Company that are eligible to vote on the Scheme.
Please see the attached practice statement letter for further information about the proposed Scheme and the court hearing which has been distributed to the shareholders today. Further information about the Scheme and the effects of the Redomiciliation will be made available to the shareholders following the court hearing.
Subject to the Scheme being effective, the proposed Redomiciliation will be carried out by way of a discontinuance and continuance process, whereby the Company is continued into Singapore as the same company. Under Singapore law, the transfer of domicile will be a direct redomiciliation from Bermuda, and the Company will accordingly have the same assets and liabilities as prior to redomiciling. The board of directors and the management of the Company will also remain the same.
The Company’s name BW LPG and ticker on the Oslo Stock Exchange and the New York Stock Exchange will remain the same after the Redomiciliation. Following the Redomiciliation, the Company will have a new company registration number and the Company’s shares will have a new CUSIP and a new ISIN code, but the Company will retain its LEI code. The Company’s registered office will be the current office address in Singapore, 10 Pasir Panjang Road, #17-02, Mapletree Business City, Singapore 117438.
The effective date of the Redomiciliation is expected to be in Q3 2024.
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.
1
Exhibit 99.2
| From: | BW LPG Limited |
|---|---|
| To: | The Scheme Shareholders (as defined below) |
3 May 2024
Dear Sir/Madam,
PRACTICE STATEMENT LETTER
PROPOSED SCHEME OF ARRANGEMENT INRESPECT OF: BW LPG LIMITED
This letter (the “PracticeStatement Letter”) concerns matters which may affect your legal rights and entitlements and you may therefore wish to take appropriate legal advice on its contents.
Purpose of this Practice StatementLetter
BW LPG Limited (the “Company”) is proposing to implement a scheme of arrangement (a “Scheme”) between it and the holders of its common shares (the “Scheme Shareholders”) pursuant to Section 99 of the Bermuda Companies Act 1981 (as amended, the “Act”) in order to effect the discontinuance of the Company from Bermuda and its continuance in Singapore pursuant to section 132G of the Act and Part 10A of the Companies Act 1967 of Singapore (the “Singapore Companies Act”). There will be a hearing on 15 May 2024 at 9:30 a.m. (Bermuda time) (the “Convening Hearing”) at which the Supreme Court of Bermuda (the “Court”) will be asked to give directions as to the convening of a meeting of shareholders of the Company (the “SchemeMeeting”) that are eligible to vote on the Scheme.
Pursuant to Bermuda Supreme Court Circular No.18 of 2007 (the “Practice Statement”), prior to the Convening Hearing, any company proposing to implement a scheme of arrangement pursuant to the Act should notify those shareholders affected by it (i) that a scheme of arrangement is being promoted, (ii) as to the purpose that the scheme of arrangement is designed to achieve, (iii) as to the meeting(s) of shareholders that the company believes is/are required for the purposes of voting on the scheme of arrangement and (iv) as to the constitution of the shareholder meeting(s). This Practice Statement Letter is written pursuant to and made in accordance with the Practice Statement.
The Scheme
A scheme of arrangement is a formal procedure under Section 99 of the Act, which enables a company to agree a compromise or arrangement with its shareholders or any class of its shareholders in respect.
Under Bermuda law, a scheme of arrangement requires the following to occur in order to become legally binding:
| a. | a convening hearing at which the Court will give directions for the convening of one or more meeting(s) of<br>the shareholders or classes of shareholders of the relevant company to consider and if thought fit approve the scheme of arrangement; |
|---|
| b. | the approval of a majority in number representing at least 75% in value of the relevant shareholders or<br>classes of shareholders present in person or by proxy and voting at the Scheme Meeting; |
|---|---|
| c. | the approval of the Court by the making of an order sanctioning the scheme of arrangement (the “SanctionOrder”) after a hearing convened for that purpose (the “Sanction Hearing”); and |
| --- | --- |
| d. | the delivery of the Sanction Order to the Bermuda Registrar of Companies. |
| --- | --- |
In addition to the above, the Scheme will only become effective in accordance with its terms when each condition thereto has been satisfied as set out in the Explanatory Statement (as defined below).
Purpose of the Scheme
The principal object and purpose of the Scheme is to effect the discontinuance of the Company from Bermuda and its continuance in Singapore pursuant to section 132G of the Act and Part 10A of the Companies Act 1967 of Singapore (the “Redomiciliation”).
Relevant Background
The Company’s board of directors (the “Board”) believes that the Redomiciliation will increase the Company’s strategic flexibility while posing no noticeable risks to the Company’s operating model, long-term strategy and ability to maintain a competitive worldwide effective corporate tax rate. Singapore also has a well-developed legal system that encourages a high standard of corporate governance. In addition, following the Redomiciliation, the Company will remain subject to International Financial Reporting Standards reporting requirements and the corporate governance rules of the Oslo Stock Exchange and the New York Stock Exchange and the Norwegian Code of Corporate Governance. The Board has considered both the potential advantages and risks of the Redomiciliation and has unanimously approved the Redomiciliation by way of a Scheme.
Conditions to Effectiveness of theScheme and the Corporate Reorganization
The Scheme is subject to the satisfaction, or waiver thereof (if allowed by law), of the following conditions:
| (a) | the approval of the Scheme at the Scheme Meeting by a simple majority in number of the persons entitled<br>to vote at the Scheme Meeting representing at least 75% in value of the persons entitled to vote at the Scheme Meeting present and voting<br>either in person or by proxy at the Scheme Meeting; |
|---|---|
| (b) | the sanction of the Scheme, with or without modification, by the Court; |
| --- | --- |
| (c) | adoption by the Company of the constitution to be the constitution of the Company upon the Redomiciliation<br>with effect from the Redomiciliation; |
| --- | --- |
| (d) | the delivery of an office copy of the Sanction Order to the Registrar of Companies in Bermuda for registration; |
| --- | --- |
| (e) | the filing with the Registrar of Companies in Bermuda, pursuant to section 132H of the Act, of a notice<br>of the discontinuance of the Company which contains the information and documents as required by section 132H(1) of the Act; |
|---|---|
| (f) | prior to filing an application for registration (as referred in sub-paragraph (g) below), the approval<br>of the Company's name application to the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) to reserve<br>the name "BW LPG Limited" pursuant to section 357 of the Singapore Companies Act; |
| --- | --- |
| (g) | the Company shall have furnished an application for registration to ACRA pursuant to section 358 of the<br>Singapore Companies Act; |
| --- | --- |
| (h) | issuance of the notice of transfer of registration in the prescribed form and a certificate of confirmation<br>of registration in respect of BW LPG Singapore by ACRA pursuant to section 359 of the Singapore Companies Act; and |
| --- | --- |
| (i) | the Company having received a waiver from the Securities Industry Council of Singapore in accordance with<br>the Note on Section 2 of the application of the Singapore Code on Take-Overs and Mergers. |
| --- | --- |
Identity of Scheme Shareholders
Scheme Shareholders consist of all of the members of the Company holding issued and outstanding shares of the Company.
Scheme Meetings: Classes for VotingPurposes
Under the provisions of Section 99 of the Act, in order for a scheme to become legally binding on a company and all of its relevant scheme shareholders, the scheme must be approved by a majority in number of each class of shareholders, representing at least 75% in value of such class, present and voting either in person or by proxy at the relevant Scheme Meeting. The scheme must then be sanctioned by the Court at a subsequent Sanction Hearing, a copy of the Sanction Order delivered to the Bermuda Registrar of Companies and all conditions precedent to the scheme’s effectiveness satisfied before it can become effective. If, and from the date upon which, a scheme becomes effective in accordance with its terms, all of the scheme shareholders (irrespective of whether or not they voted, or voted in favour of the scheme), along with the company, will be bound by the terms of the scheme.
It is the responsibility of the company proposing a scheme to formulate the class or classes of shareholders for the purpose of convening a meeting of its shareholders to consider and, if thought fit, approve the scheme. The final decision as to class composition will be a matter for the Court after taking into account any objections from any scheme shareholders.
The test for determining whether shareholders can be placed in the same class is whether the rights of the shareholders affected by the Scheme are so different or would be affected so differently by the proposed scheme as to make it impossible for them to consult together with a view to their common interests. If it is impossible to consult together with a view to their common interests, shareholders must be divided into separate classes for purposes of voting on the proposed scheme and a separate voting meeting must be held for each class of shareholders.
Scheme Shareholders: One Class forVoting Purposes
The Company proposes one class of Scheme Shareholders for voting on the Scheme, consisting of all the members of the Company holding issued and outstanding common shares as of the applicable record date for the Scheme Meeting. For the purposes of section 99 of the Act, the Company proposes that only registered holders of the Company’s common shares are counted for numerosity purposes, and the Company will be seeking directions from the Court at the convening hearing accordingly.
The Convening Hearing
As noted above, the Convening Hearing has been listed to be heard by the Supreme Court on 15 May 2024 at 9:30 a.m. (Bermuda time). Any change to the proposed date of the Convening Hearing will be notified to Scheme Shareholders and such notice will be furnished on Form 6-K with the U.S. Securities and Exchange Commission (available on www.sec.gov), the Oslo Stock Exchange’s information system (Newsweb), and on the Company’s website (www.bwlpg.com). The Convening Hearing will be heard in person and no dial in or video conference facility will be available.
At the Convening Hearing, the Company will draw any issue raised by Scheme Shareholders who do not appear at the Convening Hearing to the Court’s attention. Scheme Shareholders wishing to raise an issue in this fashion should contact the Company’s Bermuda counsel by email at [email protected]. Scheme Shareholders have the right to be heard in person or through counsel and make representations at the Convening Hearing.
This Practice Statement Letter is intended to provide Scheme Shareholders with sufficient information regarding the Scheme such that, should they wish to raise issues related to the constitution of the classes of shareholders voting at the Scheme Meeting or issues which might otherwise affect the conduct of the Scheme Meeting (the “Scheme Issues”), they may attend and be represented before the Court at the Convening Hearing. Scheme Shareholders should be aware that Scheme Issues should be raised at the Convening Hearing. While Scheme Shareholders will still be entitled to appear and raise objections at the Sanction Hearing (if the Court orders the Scheme Meeting for the Scheme to be convened at the Convening Hearing), the Court would expect a Scheme Shareholder to show good reason why they did not previously raise any Scheme Issues in respect of the proposals for convening the relevant Scheme Meetings. Scheme Shareholders should therefore raise any Scheme Issues at the Convening Hearing.
Jurisdiction
As the Company is registered as a Bermuda company under the Act, the Bermuda Court has jurisdiction under the Act.
At the Sanction Hearing, in addition to any objections raised by Scheme Shareholders, the Court will consider any additional jurisdictional issues and decide whether to exercise its discretion to sanction the Scheme. A notice confirming the precise date of the Sanction Hearing, once known, will be distributed to Scheme Shareholders in due course.
Next Steps
Following the Convening Hearing, if the Court grants leave to convene the Scheme Meeting, copies of the following documents in connection with the Scheme will be distributed to the relevant scheme shareholders (in accordance with the directions given) and will be uploaded to the Company’s website:
| (a) | a copy of the Scheme; |
|---|---|
| (b) | a composite Explanatory Statement of the Scheme (which will include a notice setting out the relevant<br>details for the Scheme Meeting); |
| --- | --- |
| (c) | voting forms (which will include proxy forms) for voting at the Scheme Meeting. |
| --- | --- |
Further Information
If you require any further information, please contact the Company by email to Samantha Wei Xu at [email protected] (with “BW LPG Limited Scheme” in the subject line).
If you disagree with the proposals set out herein regarding the convening of the Scheme Meeting or wish to raise any other issue that otherwise impacts on the directions for the convening of the Scheme Meetings or the jurisdiction of the Court, you should email Guy Cooper ([email protected]) prior to 15 May 2024.
For and on behalf of,
Samantha Xu
Chief Financial Officer
BW LPG LIMITED