UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2026.
Commission File Number: 001-42008
BW LPG Limited
(Translation of registrant’s name into English)
c/o BW LPG Holding Pte Ltd
10 Pasir Panjang Road,
#17-02 Mapletree 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 ☒ Form
40-F ☐
DOCUMENTS TO
BE FURNISHED AS PART OF THIS FORM 6-K
Exhibit
Number |
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Exhibit Description |
| 99.1 |
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Press release of BW LPG Limited dated September 2, 2026 – BW LPG successfully places a USD 300 million offering of senior unsecured convertible bonds |
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 |
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|
|
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By: |
/s/ Samantha Xu |
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Name: |
Samantha Xu |
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Title: |
Chief Financial Officer |
Date: September 2, 2026
Exhibit 99.1
BW LPG SUCCESSFULLY PLACES A USD 300 MILLION OFFERING OF SENIOR
UNSECURED CONVERTIBLE BONDS
Singapore, 2 September 2026
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”).
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.
