BW LPG Limited (("BW LPG" or the "Company", OSE: BWLPG, NYSE:BWLP), the world’s leading owner and operator of LPG vessels, has today successfully placed an offering (the "Offering") of USD 300 million senior unsecured convertible bonds due 2031 (the "Bonds") convertible into new shares (the "Shares") of the Company.

The Company intends to use the net proceeds to partly finance the newbuild program with Hyundai Heavy Industries for eight Panamax VLGCs, and for general corporate purposes.

Key terms of the Offering

  • The Bonds will be issued at par in denominations of USD 200,000 and will bear interest at a fixed coupon of 2.25% per annum, payable semi-annually in arrear in equal instalments in March and September of each year, commencing on 9 March 2027.
  • The initial conversion price of the Bonds was set at USD 30.4870 per Share, corresponding to a conversion premium of 40% over the reference share price (being the placing price of an existing Share determined in the Concurrent Delta Placement (as defined below)), adjusted downwards by the amount of BW LPG’s cash dividend of USD 0.95 per Share payable on or around 16 September 2026 with the ex-dividend date on 7 September 2026. The conversion price is subject to customary adjustments in line with market practice and as further set out in the Bond Terms. The Bonds will include dividend protection adjustments to the conversion price in accordance with and as further described in the Bond Terms.
  • Concurrently with the placement of the Bonds, the sole placement agent in the Offering conducted a placement of existing Shares (the "Concurrent Delta Placement") on behalf of certain subscribers of the Bonds who wished to sell such Shares in short sales to purchasers procured by the sole placement agent to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire. The Company did not receive any proceeds from the sale of Shares in connection with the Concurrent Delta Placement.
  • Unless previously converted, redeemed or purchased and cancelled in accordance with the terms and conditions of the Bonds (the "Bond Terms"), the Bonds will be redeemed at par on 9 September 2031 (the "Maturity Date").
  • The Company will have the option to redeem all, but not some only, of the Bonds at the principal amount in accordance with the Bond Terms (i) at any time on or after 30 September 2029 if the parity value of the Shares underlying the Bonds on each of at least 20 dealing days in a period of 30 consecutive dealing days, ending no more than 5 dealing days prior to the date on which the relevant redemption notice is given to holders of the Bonds is equal to or exceeds USD 260,000, or (ii) if 20% or less of the aggregate principal amount of the Bonds originally issued remains outstanding.
  • Holders of the Bonds will be entitled to require an early redemption of their Bonds at the principal amount on the third anniversary of the Bonds’ issue or upon the occurrence of (i) a change of control of the Company, (ii) a free float event in respect of the Shares or (iii) a delisting event in respect of the Shares, each as further set out in the Bond Terms.

Settlement of the Bonds is expected to take place on or around 9 September 2026 (the "Issue Date").