Avance Gas Holding Ltd : Voluntary offer - offer document approved
(Thomson Reuters ONE) -
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 offer - offer document approved
Bermuda, 16 November 2015: Reference is made to the stock exchange announcement
dated 16 November 2015 regarding the voluntary exchange offer (the "Offer") to
acquire all the issued and outstanding shares in Aurora LPG Holding ASA ("Aurora
LPG") made by Avance Gas Holding Ltd ("Avance Gas", the "Company", ticker code:
"AVANCE").
The Oslo Stock Exchange, in capacity as the Norwegian Takeover Supervisory
Authority, has approved the offer document dated 16 November 2015 in respect of
the Offer. 0.574 new common 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). The shareholders of Aurora LPG may accept the
Offer in the period from and including 17 November 2015 to 16 December 2015 at
16:30 (CET) (subject to extensions). Danske Bank is acting as receiving agent
for the Offer.
For further queries, please contact:
Christian Andersen, President
Tel: +47 22 00 48 05 / Email: c.andersen(at)avancegas.com
Peder C. G. Simonsen, CFO
Tel: +47 22 00 48 15 / Email: p.simonsen(at)avancegas.com
Andreas Røde, Danske Bank
Tel. +47 98 22 85 62 / Email: andreas.rode(at)danskebank.com
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.
The Offer Document is not being 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 is not being 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 is not 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 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.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Avance Gas Holding Ltd via GlobeNewswire
[HUG#1967150]
Unternehmensinformation / Kurzprofil:
Datum: 16.11.2015 - 16:28 Uhr
Sprache: Deutsch
News-ID 434913
Anzahl Zeichen: 8053
contact information:
Town:
Oslo
Kategorie:
Business News
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