MARKET WIRE NEWS

BW LPG Limited - Regulatory Decision on Norwegian Takeover Rules and Singapore Takeover Code Waiver

MWN-AI** Summary

BW LPG Limited, a prominent player in the global LPG shipping industry, has navigated regulatory complexities as a company listed on both the Euronext Oslo Børs and the New York Stock Exchange. Despite initially being subject to Singapore, U.S., and Norwegian takeover rules, BW LPG secured a waiver from the Singapore Code on Takeovers and Mergers, opting to maintain compliance primarily with U.S. regulations. This strategic choice is deemed beneficial for shareholder protection and regulatory clarity.

In January 2026, BW LPG applied to the Norwegian Financial Supervisory Authority (NFSA) for an exemption from certain provisions of the Norwegian Securities Trading Act but was denied. This decision was outlined on the NFSA's website, reinforcing BW LPG’s continued adherence to Norwegian regulations alongside U.S. rules.

Further developments occurred when, on September 7, 2023, the Securities Industry Council of Singapore (SIC) issued a waiver related to BW LPG's proposed redomiciliation from Bermuda to Singapore. This waiver was reaffirmed in April 2024, indicating it would remain applicable throughout the company's NYSE listing process, provided BW LPG met specific disclosure conditions concerning the waiver during their scheme of arrangement documentation.

However, the SIC later indicated that BW LPG’s disclosures did not fulfill the compliance requirements of the 2024 ruling, temporarily affecting the waiver's validity. Nevertheless, in December 2025, the SIC reinstated the waiver, ensuring it would persist irrespective of the NFSA's decisions.

Ultimately, BW LPG will continue to operate under U.S. and Norwegian takeover rules, solidifying its commitment to shareholder value and market stability as it consolidates its position in the LPG sector.

MWN-AI** Analysis

BW LPG Limited (OSE: BWLPG, NYSE: BWLP) stands at an interesting crossroads after receiving regulatory decisions impacting its takeover rules context. The company has officially transitioned under the U.S. and Norwegian takeover rules, following the waiver granted from the Singapore takeover framework related to its redomiciliation from Bermuda. This shift could enhance BW LPG's operational clarity and shareholder relations in a potentially volatile market.

Given the NFSA's recent rejection of BW LPG's application for an exemption from certain Norwegian regulations and the ongoing dual regulatory supervision, investors should closely monitor how this regulatory landscape may influence BW LPG's strategic maneuvers and financial performance. Notably, being anchored in U.S. takeover laws offers a familiar governance structure beneficial for institutional investors, which could augur well for liquidity and share price stability.

As an industry leader in LPG shipping with a fleet of over 50 Very Large Gas Carriers (VLGCs), BW LPG's operational efficiencies are crucial when analyzing its financial health. The company's unique positioning in the LPG sector, reinforced by its dual-fuel propulsion vessels and comprehensive trading division, remains attractive, especially as global energy dynamics shift towards cleaner fuels.

However, potential investors must weigh the implications of the company's regulatory entanglements. The inability to gain an exemption from Norwegian rules suggests that significant M&A opportunities could be limited in the near term. This aspect could dampen speculative buying unless BW LPG demonstrates substantial organic growth or strategic partnerships.

In summary, while BW LPG holds a commanding market position with robust operational capabilities, ongoing regulatory complexities warrant a cautious approach. Investors should observe the firm’s performance in navigating these frameworks as they assess its long-term potential.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

As a company registered in Singapore and listed on the Euronext Oslo Børs (“OSE”) and the New York Stock Exchange (“NYSE”), BW LPG Limited (“BW LPG” or the “Company”, OSE ticker code: “BWLPG”, NYSE ticker code: “BWLP”) is by default, subject to Singapore, U.S. and Norwegian take-over rules. The Company has been granted a waiver from the Singapore Code on Take-overs and Mergers (the "Singapore Code") and accordingly, the Company is currently subject to both U.S. and Norwegian take-over rules.

The Company considers that being subject to a single set of U.S. take-over rules provides adequate shareholder protection, greater regulatory clarity, and the ease for major shareholders to provide support in a softer market. On this basis, the Company submitted an application to the Norwegian Financial Supervisory Authority (the "NFSA") for an exemption from the provisions on voluntary and mandatory offers in Chapter 6 of the Norwegian Securities Trading Act (the "STA"). In its decision dated 16 January 2026, the NFSA decided not to grant the exemption. The NFSA's assessment and reasoning are set out in its decision, which has been published on the NFSA's website.

On 7 September 2023, the Company was granted a waiver by the Securities Industry Council of Singapore (the “SIC”) from the general application of the Singapore Code to the Company following its proposed redomiciliation from Bermuda to Singapore (the “Redomiciliation”). On 24 April 2024, the SIC confirmed that the said waiver (the “Waiver”) would continue to apply upon the completion of the Company’s listing on the NYSE in addition to its current listing on the OSE and its Redomiciliation (the “2024 Ruling”), subject to the Company disclosing in the document to shareholders on the scheme of arrangement in relation to the Redomiciliation under the Bermuda Companies Act (the “Scheme”) that the Company had obtained the Waiver from the SIC and that the Singapore Code would not apply to the Company following completion of the Redomiciliation (the “2024 Ruling Disclosure Condition”).

In this regard, the Company had, in the document to shareholders in relation to the Scheme, referenced the obtaining of the Waiver as a condition to the Scheme and subsequently announced that all conditions to the Scheme had been satisfied. However, the SIC (in its 17 December 2025 ruling set out below) stated that these disclosures did not comply with the 2024 Ruling Disclosure Condition to make the requisite disclosures to shareholders and the Waiver granted under the 2024 Ruling did not come into effect.

In September 2025, the Company submitted an application to seek the SIC’s confirmation that the Waiver would still apply to the Company assuming the application to the NFSA for an exemption be successful. On 17 December 2025, the SIC granted the Waiver, and confirmed it would remain in effect regardless of the NFSA's decision.

Accordingly, there will be no change to the take-over rules that apply to the Company, which will continue to be subject to both U.S. and Norwegian take-over rules.

About BW LPG

BW LPG is the world’s leading owner and operator of LPG vessels, with a fleet of more than 50 Very Large Gas Carriers (VLGCs), including 22 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 .

BW LPG is associated with BW Group, a leading global maritime company involved in shipping, floating infrastructure, deepwater oil & gas production, and new sustainable technologies. Founded in 1955 by Sir YK Pao, BW controls a fleet of over 450 vessels transporting oil, gas and dry commodities, with its 200 LNG and LPG ships constituting the largest gas fleet in the world. In the renewables space, the group has investments in solar, wind, batteries, and water treatment.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260123551964/en/

Kristian Sørensen, CEO, BW LPG
Samantha Xu, CFO, BW LPG
E-mail: [email protected]

FAQ**

How does the regulatory environment of being subject to U.S. and Norwegian take-over rules, as opposed to the Singapore Code, affect BW LPG Limited BWLP's strategic decision-making and shareholder engagement?

BW LPG Limited's adherence to U.S. and Norwegian take-over rules, compared to the Singapore Code, necessitates more transparent shareholder engagement and strategic decision-making to comply with stringent regulations, thereby influencing its approach to M&A activities and investor relations.

What implications does the rejection by the Norwegian Financial Supervisory Authority have on BW LPG Limited BWLP's future acquisition strategies and market positioning?

The rejection by the Norwegian Financial Supervisory Authority may hinder BW LPG Limited's acquisition strategies and limit its market positioning, potentially affecting its growth trajectory and competitive edge in the liquefied petroleum gas sector.

Given the SIC's Waiver, how does BW LPG Limited BWLP plan to communicate potential risks or benefits to investors regarding changes in its governance structure after the Redomiciliation?

BW LPG Limited plans to transparently communicate potential risks and benefits related to changes in its governance structure post-Redomiciliation through regular investor updates, detailed disclosures in financial reports, and dedicated sections in shareholder meetings.

How does BW LPG Limited BWLP's fleet of LPG vessels, particularly those powered by dual-fuel technology, position the company competitively within the global energy market, especially in relation to sustainability initiatives?

BW LPG Limited's fleet of dual-fuel LPG vessels enhances its competitive edge in the global energy market by aligning with sustainability initiatives, reducing carbon emissions, and meeting increasing demand for eco-friendly shipping solutions.

**MWN-AI FAQ is based on asking OpenAI questions about BW LPG Limited (NYSE: BWLP).

BW LPG Limited

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