NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
EXCHANGE OFFER FOR ALL ISSUED AND OUTSTANDING SHARES IN BW Gas ASA
BW Gas Limited, a newly established Bermuda company, has today launched a voluntary exchange offer
for all issued and outstanding shares in BW Gas ASA. The exchange offer is made to the shareholders of
BW Gas ASA to exchange each share in BW Gas ASA into one (1) new share in BW Gas Limited. The
completion of the exchange offer will be subject to a 90% acceptance level by the BW Gas ASA
shareholders. Upon a successful completion of the exchange offer, BW Gas Limited will be listed on Oslo
Børs and BW Gas ASA will be de-listed. Oslo Børs approved yesterday BW Gas Limited’s listing
application, subject to certain conditions as set out in the press release by Oslo Børs on the 29 May.
The purpose of the exchange offer is to redomicile the parent holding company of the BW Gas Group
from Norway to Bermuda. The new structure will provide increased flexibility for the Group’s future
investments and growth. While existing assets belonging to the Norwegian tonnage tax regime are
expected to remain in Norway, the new structure will allow more flexibility in the choice of domicile for
new vessels, such choice to be made with due regard to stability and competitiveness.
The offer period starts on 2 June 2008 and expires on 30 June 2008 at 16:30 CET, unless the offer period
is extended. This announcement should be read and construed in conjunction with the combined
prospectus and offer document dated 30 May 2008 (the “Document”). The Document will be sent to all
eligible shareholders of BW Gas ASA with known address, and posted on BW Gas Limited’s website
(www.bwgas.net) and on www.carnegie.no where eligible shareholders can access the Document.
Below is a summary of the terms of the exchange offer and the expected timetable for the exchange
offer:
Date of the Exchange Offer............................
The Offeror .....................................................
The Target......................................................
Offer Price ......................................................
May 30, 2008
BW Gas Limited
BW Gas ASA
One (1) BW Gas Limited share for each BW Gas ASA
share
Offer Period .................................................... From and including June 2 to and including June 30, 2008
Conditions ...................................................... The obligation of BW Gas Limited to complete the
exchange offer is subject to the satisfaction of the following
conditions:
(i) The number of BW Gas ASA shares that are validly
tendered to BW Gas Limited in respect of the
exchange offer represents more than 90% of the
issued share capital and votes in BW Gas ASA; and
(ii) All conditions for listing on Oslo Børs, or alternatively
Oslo Axess, will be satisfied upon completion of the
exchange offer.
Anticipated Closing Date................................ On or about July 1, 2008
Anticipated Completion of Settlement............ On or about July 4, 2008
Anticipated date of registration of the BW
Gas Limited Shares in VPS............................ On or about July 7, 2008
Anticipated first day of trading on Oslo
Børs of
the BW Gas Limited Shares ....................... On or about July 8, 2008
Acceptances not binding if Closing Date
does not occur by........................................... July 25, 2008
Acceptance forms to be delivered to.............. Carnegie ASA
Stranden 1, Aker Brygge
P.O. Box 684 Sentrum
NO-0106 Oslo
Fax: +47 22 00 99 60
Carnegie ASA and Morgan Stanley & Co International Plc. have been engaged as financial advisors, and
Wikborg, Rein & Co is acting as Norwegian legal advisor in connection with the exchange offer and
listing.
Dated: 30 May 2008
BW Gas Limited
Contacts
Jan Håkon Pettersen
Managing Director and CEO
Ph: + 47 22 12 06 00
E-mail: jan.hakon.pettersen@bwgas.com
Garup Meidell
Director, Finance Division and CFO
Ph: +47 22 12 05 27
E-mail: garup.meidell@bwgas.com
****
The information contained herein is not for publication or distribution, directly or indirectly, in or into the
United States, Canada, Australia or Japan.
The information contained herein does not constitute an offer of securities for sale in the United States,
nor may the securities be offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. There is no intention to register any securities in the United States or to conduct a public
offering of securities in the United States.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.
This document does not constitute an offer of securities to the public in the United Kingdom. No
prospectus has been or will be approved for publication in the United Kingdom in respect of the
securities. Consequently the securities must not be sold or offered for sale in the United Kingdom,
except: (i) in circumstances in which no obligation to produce an approved prospectus in the UK would
arise and (ii) to persons or in circumstances falling within the exemptions set out in the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended.