Exhibit
99.1
BW
LPG Launches Approximately USD 300 Million Senior Unsecured Convertible Bond Offering
Singapore,
1 September 2026
BW
LPG Limited (“BW LPG” or the “Company”, OSE: BWLPG, NYSE: BWLP) announces today the launch of an offering (the
“Offering”) of senior unsecured bonds due 2031 (the “Bonds”) convertible into new shares (the “Shares”)
of the Company in an aggregate principal amount of approximately USD 300 million. 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.
The
Bonds will be issued with a denomination of USD 200,000 each and will be issued at par. The Bonds are expected to bear interest at a
rate of 2.00% to 2.50% per annum, payable semi-annually in arrear in equal instalments. The initial conversion price will be set at a
conversion premium of 35% to 40% above the share reference price which is expected to be 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 initial 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.
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 Shares or (iii) a delisting
event in respect of the Shares, each as further set out in the Bond Terms.
The
Company and the managers of the Offering have been advised that concurrently with the placement of the Bonds, the sole placement agent
intends to organise a concurrent placement of existing Shares solely outside the United States to non-U.S. persons in offshore transactions
in accordance with and pursuant to the Category 2 requirements of Rule 903 of Regulation S under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), on behalf of certain subscribers of the Bonds who wish to sell these 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 “Concurrent Delta Placement”), at a placement price to be determined by way of an
accelerated bookbuilding process that will be carried out by the sole placement agent.
The
Company will not receive any proceeds from the sale of Shares in connection with the Concurrent Delta Placement.
The
bookbuild period for the Offering will commence immediately following this announcement and may close at any time on short notice. The
final terms of the Offering are expected to be determined following the completion of the bookbuilding process later today/tomorrow morning
pre-European market open and are expected to be announced through a separate press release. Settlement and delivery of the Bonds is expected
to take place on 9 September 2026 (the “Issue Date”).
The
Bonds will be offered via an accelerated bookbuilding solely to institutional investors that are not U.S. persons outside the United
States in reliance on Regulation S under the Securities Act, as well as outside of Australia, Canada, Japan, South Africa and any other
jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.
For
further information, please contact:
Kristian
Sørensen, CEO
Samantha
Xu, CFO
investor.relations@bwlpg.com
About
BW LPG
BW
LPG is the world’s leading owner and operator of LPG vessels, with a fleet of about 50 Very Large Gas Carriers (VLGCs) and Large
Gas Carriers (LGCs), including 20 vessels powered by LPG dual-fuel propulsion technology. Building on over five decades of LPG shipping
experience, the company is strengthened by an in-house LPG trading division and the commercial expertise to explore investments in value
chain assets. Together, these capabilities enable BW LPG to provide trusted and reliable services for sourcing and delivering LPG to
customers worldwide.
Delivering
energy for a better world – more information about BW LPG can be found at www.bwlpg.com.
This
information constitutes inside information pursuant to Article 7 of the EU Market Abuse Regulation and is subject to the disclosure requirements
set out in Section 5-12 of the Norwegian Securities Trading Act.
Disclaimer
NO
ACTION HAS BEEN TAKEN BY THE COMPANY, THE MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR
POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS, THE ORDINARY SHARES TO
BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS OR THE ORDINARY SHARES TO BE PLACED BY THE SOLE PLACEMENT AGENT IN
THE CONCURRENT DELTA PLACEMENT (HEREINAFTER, THE “SECURITIES”) IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE COMPANY AND THE MANAGERS TO INFORM THEMSELVES ABOUT,
AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS
PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY STATE IN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT IN A
TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THIS PRESS
RELEASE NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES
IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
FORWARD-LOOKING
STATEMENTS
Matters
discussed in this press release may constitute “forward-looking statements”. The Private Securities Litigation Reform Act
of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information
about their business. These forward-looking statements do not reflect historical facts and may be identified by the use of forward-looking
terminology, such as the terms “anticipates”, “assumes”, “believes”, “can”, “continue”,
“could”, “estimates”, “expects”, “intends”, “likely”, “may”,
“might”, “plans”, “should”, “potential”, “seek”, “will”, “would”
or, in each case, their negative, or other variations or comparable terminology. They include statements regarding the proposed Offering,
the expected terms of the Bonds and the intended use of proceeds, the Concurrent Delta Placement and other non-historical statements.
By
their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they
relate to events and depend on circumstances that may or may not occur in the future. Actual results may differ materially from those
expressed or implied in the forward-looking statements due to various factors including, but not limited to, those described in the Company’s
Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission on 31 March 2026 and its other filings with the Securities
and Exchange Commission. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from
the expectations expressed or implied by the forward-looking statements included herein. These forward-looking statements are made only
as of the date of this press release.
EACH
OF THE COMPANY, THE MANAGERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE
ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
