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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/24 BW LPG Ltd. 20FR12B 6:7M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 20FR12B Registration Statement by a Foreign Non-Canadian HTML 3.93M Issuer 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 405K 3: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 23K 4: EX-1.3 Underwriting Agreement or Conflict Minerals Report HTML 5K 5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 150K 6: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 5K
tm2332704-5_20fr12b - none - 44.4165968s |
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common shares, par value US$0.01 per share
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BWLP
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New York Stock Exchange
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Emerging growth company ☐
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U.S. GAAP ☐
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International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
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| | Other ☐ | |
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| | | | | F-1 | | |
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“Bermuda Companies Act”
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| | Companies Act 1981 of Bermuda, as amended; | |
| “Board of Directors” | | | the board of directors of the Company; | |
| “BW Group” | | | BW Group Limited, of which BW LPG Limited is an affiliate; | |
| “CBM” | | | cubic meter; | |
| “chartered-in” | | | with respect to the Group’s vessels, a time charter entered into by the Group as a charterer; | |
| “chartered-out” | | | with respect to the Group’s vessels, a time charter entered into by the Group as a ship owner; | |
| “CoA” | | | contract of affreightment; | |
| “Code” | | | United States Internal Revenue Code of 1986, as amended; | |
| “DNV” | | | Det Norske Veritas; | |
| “EU” | | | the European Union; | |
| “Financial Statements” | | | the audited consolidated balance sheets of the Group as of 31 December 2023 and 2022 and the audited consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three year period ended 31 December 2023; | |
| “GHG” | | | greenhouse gas; | |
| “IFRS” | | | International Financial Reporting Standards as issued by the International Accounting Standards Board; | |
| “ILO” | | | International Labour Organization; | |
| “IPO” | | | initial public offering; | |
| “IRS” | | | US Internal Revenue Service; | |
| “LIBOR” | | | London Interbank Offered Rate; | |
| “Lloyds Register” | | | Lloyds Register of Shipping; | |
| “LPG” | | | liquefied petroleum gas; | |
| “MGC” | | | medium gas carrier; | |
| “NYSE” | | | New York Stock Exchange; | |
| “newbuild” | | |
a new vessel to be or that has just been constructed, or is under construction;
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| “OSE” | | | Oslo Stock Exchange; | |
| “OECD” | | | Organisation for Economic Co-operation and Development; | |
| “PCAOB” | | | Public Company Accounting Oversight Board; | |
| “PFIC” | | | passive foreign investment company; | |
| “Product Services” | | | the Group’s Product Services division; | |
| “Redomiciliation” | | | the Group’s change of jurisdiction of incorporation from Bermuda to Singapore; | |
| “SEC” | | | the US Securities and Exchange Commission; | |
| “Securities Act” | | | the Securities Act of 1933, as amended; | |
| “Section 404” | | | Section 404 of the Sarbanes-Oxley Act; | |
| “Shipping” | | | the Group’s Shipping division; | |
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“Singapore Companies Act”
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| | the Singapore Companies Act 1967; | |
| “SOFR” | | | Secured Overnight Financing Rate; | |
| “TCE” | | | time charter equivalent; and | |
| “VLGC” | | | very large gas carriers. | |
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Year ended 31 December
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2023
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2022
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2021
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TCE income – Shipping (US$’000)
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| | | | 797,495 | | | | | | 567,661 | | | | | | 465,310 | | |
Calendar days (total)
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| | | | 12,940 | | | | | | 13,988 | | | | | | 14,848 | | |
TCE income – Shipping per calendar day (total) (US$’000)
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| | | | 61.6 | | | | | | 40.6 | | | | | | 31.4 | | |
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Year ended 31 December
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2023
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2022
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2021
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TCE Income – Shipping (US$’000)
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| | | | 797,495 | | | | | | 567,661 | | | | | | 465,310 | | |
Available days
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| | | | 12,657 | | | | | | 13,341 | | | | | | 13,880 | | |
TCE income – Shipping per available day (US$’000)
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| | | | 63.0 | | | | | | 42.6 | | | | | | 33.5 | | |
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Year ended 31 December
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2023
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2022
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2021
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Vessel operating expenses (US$’000)
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| | | | 82,192 | | | | | | 93,428 | | | | | | 100,147 | | |
Calendar days (owned)
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| | | | 10,085 | | | | | | 11,178 | | | | | | 12,509 | | |
Vessel operating expenses per calendar day (owned) (US$’000)
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| | | | 8.1 | | | | | | 8.4 | | | | | | 8.0 | | |
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Year ended 31 December
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In US$’000
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2023
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2022
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2021
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Net cash from operating activities
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| | | | 513,363 | | | | | | 505,300 | | | | | | 307,303 | | |
Additions in property, plant and equipment
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| | | | (116,045) | | | | | | (46,192) | | | | | | (187,336) | | |
Progress payments for vessel upgrades and dry docks
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| | | | — | | | | | | 16,035 | | | | | | 15,967 | | |
Additions in intangible assets
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| | | | (634) | | | | | | (103) | | | | | | (475) | | |
Proceeds from sale of assets held-for-sale
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| | | | 167,588 | | | | | | 95,415 | | | | | | 143,605 | | |
Proceeds from sale of vessels
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| | | | — | | | | | | 87,883 | | | | | | 50,884 | | |
Adjusted free cash flow
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| | | | 564,272 | | | | | | 658,338 | | | | | | 329,948 | | |
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As of, and for the year ended,
31 December |
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2023
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2022
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2021
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Operating profit (US$’000)
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| | | | 523,729 | | | | | | 270,832 | | | | | | 223,562 | | |
Average of the total shareholders’ equity (US$’000)(1)
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| | | | 1,591,375 | | | | | | 1,491,245 | | | | | | 1,318,735 | | |
Average of the total borrowings (US$’000)(1)
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| | | | 445,361 | | | | | | 610,331 | | | | | | 799,906 | | |
Average of the total lease liabilities (US$’000)(1)
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| | | | 192,661 | | | | | | 180,012 | | | | | | 160,493 | | |
Capital employed (US$’000)
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| | | | 2,229,397 | | | | | | 2,281,588 | | | | | | 2,279,134 | | |
ROCE
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23.5%
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11.9%
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9.8%
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As of 31 December 2023
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US$’000
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Share capital
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| | | | 1,400 | | |
Share premium
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| | | | 285,853 | | |
Treasury shares
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| | | | (56,438) | | |
Contributed surplus
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| | | | 685,913 | | |
Other reserves
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| | | | (56,494) | | |
Retained earnings
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| | | | 609,479 | | |
Shareholders’ equity
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| | | | 1,469,713 | | |
Non-controlling interests
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| | | | 116,447 | | |
Total shareholders’ equity
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| | | | 1,586,160 | | |
Short-term borrowings | | | | | | | |
Secured(1)
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| | | | 195,362 | | |
Unsecured
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| | | | 17,070 | | |
Total short-term borrowings
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| | | | 212,432 | | |
Long-term borrowings | | | | | | | |
Secured(1)
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| | | | 199,917 | | |
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As of 31 December 2023
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US$’000
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Unsecured
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| | | | — | | |
Total long-term borrowings
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| | | | 199,917 | | |
Total borrowings
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| | | | 412,349 | | |
Short-term lease liabilities
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| | | | 79,476 | | |
Long-term lease liabilities
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| | | | 78,363 | | |
Total lease liabilities
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| | | | 157,839 | | |
Total capitalisation
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| | | | 2,156,348 | | |
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Name
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Year
Built |
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Shipyard
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Propulsion(1)
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Capacity
(CBM) |
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Flag
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Classification
Society |
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BW Messina | | | 2017 | | | DSME | | |
Compliant fuel
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| | 84,177 | | | Panama | | | Nippon Kaiji Kyokai | |
BW Mindoro(2)
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| | 2017 | | | DSME | | |
LPG dual-fuel
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| | 84,180 | | | Isle of Man (IOM) | | | DNV | |
BW Balder(2) | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
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| | 84,142 | | | Marshall Islands (Majuro) | | | DNV | |
BW Brage(2) | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
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| | 84,114 | | | Marshall Islands (Majuro) | | | DNV | |
BW Freyja | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,143 | | | Marshall Islands (Majuro) | | | DNV | |
BW Frigg | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
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| | 84,136 | | | Marshall Islands (Majuro) | | | DNV | |
BW Magellan(2)
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| | 2016 | | | DSME | | |
LPG dual-fuel
|
| | 84,171 | | | Isle of Man (IOM) | | | DNV | |
BW Malacca(2)
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| | 2016 | | | DSME | | |
LPG dual-fuel
|
| | 84,105 | | | Isle of Man (IOM) | | | DNV | |
BW Njord | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,107 | | | Marshall Islands (Majuro) | | | DNV | |
BW Tucana(2) | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,113 | | | Isle of Man (IOM) | | | DNV | |
BW Var | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 83,839 | | | Marshall Islands | | | DNV | |
BW Volans(2) | | | 2016 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,134 | | | Isle of Man (IOM) | | | DNV | |
BW Carina | | | 2015 | | | Hyundai H.I. | | | Scrubber | | | 84,154 | | | Isle of Man (IOM) | | | DNV | |
BW Gemini(2) | | | 2015 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,134 | | | Isle of Man (IOM) | | | DNV | |
BW Leo(2) | | | 2015 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,161 | | | Isle of Man (IOM) | | | DNV | |
BW Libra(2) | | | 2015 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,196 | | | Isle of Man (IOM) | | | DNV | |
BW Orion(2) | | | 2015 | | | Hyundai H.I. | | |
LPG dual-fuel
|
| | 84,196 | | | Isle of Man (IOM) | | | DNV | |
Name
|
| |
Year
Built |
| |
Shipyard
|
| |
Propulsion(1)
|
| |
Capacity
(CBM) |
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Flag
|
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Classification
Society |
|
BW Aries | | |
2014
|
| | Hyundai H.I. | | | Scrubber | | | 84,196 | | | Isle of Man (IOM) | | | DNV | |
BW Kyoto(2) | | |
2010
|
| | Mitsubishi H.I. | | |
Compliant fuel
|
| | 83,299 | | | Singapore | | | Nippon Kaiji Kyokai | |
Total: 19 vessels
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Name
|
| |
Year
Built |
| |
Shipyard
|
| |
Propulsion
|
| |
Capacity
(CBM) |
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Flag
|
| |
Classification
Society |
|
Astor(1)(2) | | | 2023 | | | Hyundai H.I. | | | Compliant fuel | | | 40,019 | | | Liberia | | | Lloyd’s Register | |
Eco Sorcerer(1)(2)
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| | 2023 | | | Hyundai H.I. | | | Compliant fuel | | | 40,551 | | |
Marshall
Islands |
| | Lloyd’s Register | |
Kaede(3) | | | 2023 | | | Hyundai H.I. | | | LPG dual-fuel | | | 84,000 | | |
Marshall
Islands |
| | American Bureau of Shipping | |
Gas Gabriela(1) | | | 2021 | | | Hyundai H.I. | | | Scrubber | | | 80,421 | | | Panama | | | Korea Register | |
Gas Venus | | | 2021 | | | Jiangnan | | | LPG dual-fuel | | | 86,045 | | | Singapore | | | Lloyd’s Register | |
Reference Point(3)
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| | 2020 | | | Jiangnan | | | Scrubber | | | 84,012 | | | Singapore | | | Lloyds Register | |
Clipper Wilma(3)
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| | 2019 | | | Hyundai H.I. | | | Scrubber | | | 80,032 | | | Norway | | | DNV | |
Vivit Altais | | | 2019 | | | Hyundai H.I. | | | Scrubber | | | 82,537 | | | Liberia | | | Lloyds Register | |
Vivit Dubhe | | | 2019 | | | Hyundai H.I. | | | Scrubber | | | 82,537 | | | Liberia | | | Lloyds Register | |
Vivit Fornax | | | 2019 | | | Hyundai H.I. | | | Scrubber | | | 82,537 | | | Liberia | | | Lloyds Register | |
Vivit Thuban | | | 2019 | | | Hyundai H.I. | | | Scrubber | | | 82,537 | | | Liberia | | | Lloyds Register | |
BW Tokyo | | | 2009 | | | Mitsubishi H.I. | | | Compliant fuel | | | 83,271 | | | Singapore | | | Nippon Kaiji Kyokai | |
Total: 12 vessels | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Year
Built |
| |
Shipyard
|
| |
Propulsion
|
| |
Capacity
(CBM) |
| |
Flag
|
| |
Classification
Society |
|
BW Yushi | | | 2020 | | | Mitsubishi H.I. | | | Scrubber | | | 83,315 | | | Singapore | | | Nippon Kaiji Kyokai | |
BW Kizoku | | | 2019 | | | Mitsubishi H.I. | | | Scrubber | | | 83,325 | | | Singapore | | | Nippon Kaiji Kyokai | |
Doraji Gas | | | 2017 | | | Mitsubishi H.I. | | | Compliant fuel | | | 83,319 | | | Panama | | | Nippon Kaiji Kyokai | |
Gas Zenith | | | 2017 | | | Hyundai H.I. | | | Scrubber | | | 82,439 | | | Panama | | |
Korean Register
|
|
Oriental King
|
| | 2017 | | | Hyundai H.I. | | | Compliant fuel | | | 84,099 | | | Hong Kong | | | DNV | |
Berge Nantong
|
| | 2006 | | | Hyundai H.I. | | | Compliant fuel | | | 82,244 | | | Hong Kong | | | DNV | |
Berge Ningbo
|
| | 2006 | | | Hyundai H.I. | | | Compliant fuel | | | 82,252 | | | Hong Kong | | | DNV | |
Total: 7 vessels
|
| | | | | | | | | | | | | | | | | | |
Name
|
| |
Year
Built |
| |
Shipyard
|
| |
Propulsion
|
| |
Capacity
(CBM) |
| |
Flag
|
| |
Classification
Society |
|
BW Pine | | | 2011 | | | Kawasaki S.C. | | | Compliant fuel | | | 80,156 | | | India | | | Lloyds Register | |
BW Lord | | | 2008 | | | DSME | | | Compliant fuel | | | 84,615 | | | India | | | DNV | |
BW Loyalty | | | 2008 | | | DSME | | | Scrubber | | | 84,601 | | | India | | | Lloyds Register | |
BW Oak | | | 2008 | | | Hyundai H.I. | | | Compliant fuel | | | 82,253 | | | India | | | Lloyds Register | |
BW Tyr | | | 2008 | | | Hyundai H.I. | | | Compliant fuel | | | 82,303 | | | India | | | Lloyds Register | |
BW Birch | | | 2007 | | | Hyundai H.I. | | | Compliant fuel | | | 82,303 | | | India | | | Indian Register of Shipping | |
BW Cedar | | | 2007 | | | Hyundai H.I. | | | Compliant fuel | | | 82,260 | | | India | | | Lloyds Register | |
BW Elm | | | 2007 | | | Hyundai H.I. | | | Compliant fuel | | | 82,291 | | | India | | | Lloyds Register | |
Total: 8 vessels
|
| | | | | | | | | | | | | | | | | | |
Name
|
| |
Chartered-in
(US$’000 per month) |
| |
Expiry date
|
| |
Extension
option period |
| |
Purchase
option |
| |
Time to
next strike (year) |
| |
Age at
next strike (year) |
| |
Next
strike price (US$ million) |
| |
Time to
last strike (year) |
| |
Age at
last strike (years) |
| |
Last
strike price (US$ million) |
| ||||||||||||
Berge Nantong
|
| | | | 980 | | | | 27/10/2024 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Berge Ningbo
|
| | | | 980 | | | | 1/11/2024 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BW Kizoku
|
| | | | 788 | | | | 27/11/2026 | | |
1+1+1 year
|
| | Yes | | | 2024 | | | 5 | | | | | 70 | | | | 2026 | | | | | 10 | | | | | | 50 | | |
BW Yushi
|
| | | | 788 | | | | 29/3/2027 | | |
1+1+1 year
|
| | Yes | | | 2025 | | | 5 | | | | | 70 | | | | 2027 | | | | | 10 | | | | | | 70 | | |
Gas Zenith
|
| | | | 930 | | | | 1/10/2025 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Oriental King
|
| | | | 1,450 | | | | 16/1/2026 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Doraji Gas
|
| | | | 1,040 | | | | 1/1/2026 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year ended 31 December
|
| |||||||||||||||
In US$’000
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Revenue – Shipping
|
| | | | 1,224,520 | | | | | | 833,332 | | | | | | 630,185 | | |
Revenue – Product Services
|
| | | | 1,722,820 | | | | | | 724,792 | | | | | | 611,170 | | |
Cost of cargo and delivery expenses – Product Services
|
| | | | (1,547,059) | | | | | | (640,554) | | | | | | (557,183) | | |
Voyage expenses – Shipping
|
| | | | (509,340) | | | | | | (350,016) | | | | | | (222,220) | | |
Vessel operating expenses
|
| | | | (82,192) | | | | | | (93,428) | | | | | | (100,147) | | |
Time charter contracts (non-lease components)
|
| | | | (20,350) | | | | | | (19,506) | | | | | | (14,427) | | |
General and administrative expenses
|
| | | | (56,773) | | | | | | (31,916) | | | | | | (32,582) | | |
Charter hire expenses
|
| | | | (30,712) | | | | | | (16,427) | | | | | | (9,409) | | |
Fair value gain from equity financial asset
|
| | | | — | | | | | | — | | | | | | 1,995 | | |
Finance lease income
|
| | | | 278 | | | | | | 585 | | | | | | 1,025 | | |
Other operating (expense) / income – net
|
| | | | (993) | | | | | | 815 | | | | | | 3,296 | | |
Depreciation
|
| | | | (217,121) | | | | | | (158,815) | | | | | | (153,653) | | |
Amortisation of intangible assets
|
| | | | (762) | | | | | | (610) | | | | | | (546) | | |
Gain on disposal of vessels
|
| | | | 42,374 | | | | | | 21,110 | | | | | | 22,932 | | |
(Loss)/Gain on derecognition of right-of-use assets (vessels)
|
| | | | (961) | | | | | | — | | | | | | 2,536 | | |
Write-back of impairment charge on vessels
|
| | | | — | | | | | | 1,470 | | | | | | 31,901 | | |
Remeasurement of equity interest in joint venture
|
| | | | — | | | | | | — | | | | | | 9,835 | | |
Other expenses
|
| | | | — | | | | | | — | | | | | | (1,146) | | |
Operating profit
|
| | | | 523,729 | | | | | | 270,832 | | | | | | 223,562 | | |
Foreign currency exchange gain/(loss) – net
|
| | | | (345) | | | | | | (814) | | | | | | (792) | | |
| | |
Year ended 31 December
|
| |||||||||||||||
In US$’000
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Interest income
|
| | | | 10,121 | | | | | | 1,941 | | | | | | 3,435 | | |
Interest expense
|
| | | | (27,304) | | | | | | (29,773) | | | | | | (38,552) | | |
Other finance expenses
|
| | | | (2,237) | | | | | | (2,538) | | | | | | (2,743) | | |
Finance expenses – net
|
| | | | (19,765) | | | | | | (31,184) | | | | | | (38,652) | | |
Share of profit of a joint venture
|
| | | | — | | | | | | — | | | | | | 2,031 | | |
Profit before tax
|
| | | | 503,964 | | | | | | 239,648 | | | | | | 186,941 | | |
Income tax expense
|
| | | | (10,965) | | | | | | (1,071) | | | | | | (521) | | |
Profit after tax
|
| | | | 492,999 | | | | | | 238,577 | | | | | | 186,420 | | |
|
| | |
As of, and for the year ended,
31 December |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
TCE income – Shipping (US$’000)
|
| | | | 797,495 | | | | | | 567,661 | | | | | | 465,310 | | |
Calendar days (total)
|
| | | | 12,940 | | | | | | 13,988 | | | | | | 14,848 | | |
TCE income per calendar day (total) (US$’000)
|
| | | | 61.6 | | | | | | 40.6 | | | | | | 31.4 | | |
Available days
|
| | | | 12,657 | | | | | | 13,341 | | | | | | 13,880 | | |
TCE income per available day (US$’000)
|
| | | | 63.0 | | | | | | 42.6 | | | | | | 33.5 | | |
Gross profit/(loss) – Product Services (US$’000)
|
| | | | 25,837 | | | | | | (3,521) | | | | | | (3,358) | | |
Vessel operating expenses (US$’000)
|
| | | | 82,192 | | | | | | 93,428 | | | | | | 100,147 | | |
Calendar days (owned)
|
| | | | 10,085 | | | | | | 11,178 | | | | | | 12,509 | | |
Vessel operating expenses per calendar day (owned) (US$’000)
|
| | | | 8.1 | | | | | | 8.4 | | | | | | 8.0 | | |
Net cash from operating activities (US$’000)
|
| | | | 513,363 | | | | | | 505,300 | | | | | | 307,303 | | |
Adjusted free cash flow (US$’000)
|
| | | | 564,272 | | | | | | 658,338 | | | | | | 329,948 | | |
Return on equity(1)
|
| |
31.0%
|
| |
16.0%
|
| |
14.1%
|
| |||||||||
Operating profit (US$’000)
|
| | | | 523,729 | | | | | | 270,832 | | | | | | 223,562 | | |
ROCE
|
| |
23.5%
|
| |
11.9%
|
| |
9.8%
|
| |||||||||
Net leverage ratio(2)
|
| |
20.5%
|
| |
23.1%
|
| |
35.0%
|
| |||||||||
Basic and diluted earnings per share (US$ per share)(3)
|
| | | | 3.53 | | | | | | 1.68 | | | | | | 1.33 | | |
| | |
Year ended
31 December |
| |||||||||||||||
In US$
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Average bunker fuel price per tonne
|
| | | | 620 | | | | | | 801 | | | | | | 535 | | |
Utilisation
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
BW VLGC utilisation
|
| | | | 96% | | | | | | 93% | | | | | | 91% | | |
| | |
Year ended
31 December |
| |||||||||
US$’000
|
| |
2023
|
| |
2022
|
| ||||||
Shipping | | | | | | | | | | | | | |
Revenue from spot voyages
|
| | | | 1,059,024 | | | | | | 699,028 | | |
Inter-segment revenue
|
| | | | 175,528 | | | | | | 87,328 | | |
Voyage expenses
|
| | | | (509,340) | | | | | | (350,016) | | |
Inter-segment expense
|
| | | | (112,211) | | | | | | (2,983) | | |
Net income from spot voyages
|
| | | | 613,001 | | | | | | 433,357 | | |
Revenue from time charter voyages
|
| | | | 184,494 | | | | | | 134,304 | | |
TCE income – Shipping
|
| | | | 797,495 | | | | | | 567,661 | | |
| | |
Year ended
31 December |
| |||||||||
US$’000
|
| |
2022
|
| |
2021
|
| ||||||
Shipping | | | | | | | | | | | | | |
Revenue from spot voyages
|
| | | | 699,028 | | | | | | 451,329 | | |
Inter-segment revenue
|
| | | | 87,328 | | | | | | 57,345 | | |
Voyage expenses
|
| | | | (350,016) | | | | | | (222,220) | | |
Inter-segment expense
|
| | | | (2,983) | | | | | | — | | |
Net income from spot voyages
|
| | | | 433,357 | | | | | | 286,454 | | |
Revenue from time charter voyages
|
| | | | 134,304 | | | | | | 178,856 | | |
TCE income – Shipping
|
| | | | 567,661 | | | | | | 465,310 | | |
| | |
Year ended 31 December
|
| |||||||||
In US$’000
|
| |
2023
|
| |
2022
|
| ||||||
Product Services | | | | | | | | | | | | | |
Revenue from Product Services
|
| | | | 1,722,820 | | | | | | 724,792 | | |
Inter-segment revenue
|
| | | | 112,211 | | | | | | 2,983 | | |
Cost of cargo and delivery expenses
|
| | | | (1,547,059) | | | | | | (640,554) | | |
Inter-segment expense
|
| | | | (194,526) | | | | | | (87,328) | | |
Depreciation
|
| | | | (67,609) | | | | | | (3,414) | | |
Gross profit/(loss) – Product Services
|
| | | | 25,837 | | | | | | (3,521) | | |
| | |
Year ended
31 December |
| |||||||||
In US$’000
|
| |
2022
|
| |
2021
|
| ||||||
Product Services | | | | | | | | | | | | | |
Revenue from Product Services
|
| | | | 724,792 | | | | | | 611,170 | | |
Inter-segment revenue
|
| | | | 2,983 | | | | | | — | | |
Cost of cargo and delivery expenses
|
| | | | (640,554) | | | | | | (557,183) | | |
Inter-segment expense
|
| | | | (87,328) | | | | | | (57,345) | | |
Depreciation
|
| | | | (3,414) | | | | | | — | | |
Gross loss – Product Services
|
| | | | (3,521) | | | | | | (3,358) | | |
| | |
Year ended 31 December
|
| |||||||||||||||
US$’000
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Net cash from operating activities
|
| | | | 513,363 | | | | | | 505,300 | | | | | | 307,303 | | |
Net cash from investing activities
|
| | | | 68,568 | | | | | | 112,549 | | | | | | 75,718 | | |
Net cash used in financing activities
|
| | | | (645,290) | | | | | | (522,100) | | | | | | (309,730) | | |
Net increase in cash and cash equivalents
|
| | | | (63,359) | | | | | | 95,749 | | | | | | 73,291 | | |
Cash and cash equivalents at the beginning of the financial year
|
| | | | 225,396 | | | | | | 129,647 | | | | | | 56,356 | | |
Cash and cash equivalents at the end of the financial year
|
| | | | 162,037 | | | | | | 225,396 | | | | | | 129,647 | | |
Facility agreement
|
| |
Undrawn
facility amount |
| |
Principal
amount outstanding |
| |
Interest rate
|
| |
Maturity date
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| | | | | ||||||||
US$437,500,000 Loan Facility | | | | | | | | | | | | | | | | | | | |
ECA tranche | | | | | | | | | | | | | | | | | | | |
Advance C
|
| | | | | | | | | | 10,158 | | | |
SOFR + 1.96%
|
| |
March 2027
|
|
Advance D
|
| | | | | | | | | | 10,938 | | | |
SOFR + 1.96%
|
| |
April 2027
|
|
Advance E
|
| | | | | | | | | | 12,245 | | | |
SOFR + 1.96%
|
| |
August 2027
|
|
Advance F
|
| | | | | | | | | | 13,079 | | | |
SOFR + 1.96%
|
| |
October 2027
|
|
Advance G
|
| | | | | | | | | | 14,386 | | | |
SOFR + 1.96%
|
| |
April 2028
|
|
Total (ECA tranche)
|
| | | | | | | | | | 60,806 | | | | | | | | |
RCF commercial facility
|
| | | | 87,904 | | | | | | | | | |
SOFR + 1.96%
|
| |
April 2028
|
|
RCF increase facility
|
| | | | 22,226 | | | | | | | | | |
SOFR + 1.96%
|
| |
April 2028
|
|
US$250,600,000 Term and Revolving Credit Facilities
|
| | | | | | | | | | | | | | | | | | |
K-Sure facility | | | | | | | | | | | | | | | | | | | |
Tranche A
|
| | | | | | | | | | 13,710 | | | |
SOFR + 1.41%
|
| |
May 2028
|
|
Tranche B
|
| | | | | | | | | | 14,340 | | | |
SOFR + 1.41%
|
| |
October 2028
|
|
Tranche C
|
| | | | | | | | | | 14,388 | | | |
SOFR + 1.41%
|
| |
October 2028
|
|
Tranche D
|
| | | | | | | | | | 14,000 | | | |
SOFR + 1.41%
|
| |
January 2029
|
|
Total (K-Sure facility)
|
| | | | | | | | | | 56,438 | | | | | | | | |
Commercial facility | | | | | | | | | | | | | | | | | | | |
Tranche A
|
| | | | 4,300 | | | | | | 14,100 | | | |
SOFR + 1.96%
|
| |
May 2028
|
|
Tranche B
|
| | | | 12,500 | | | | | | 5,000 | | | |
SOFR + 1.96%
|
| |
October 2028
|
|
Tranche C
|
| | | | 17,500 | | | | | | | | | |
SOFR + 1.96%
|
| |
October 2028
|
|
Tranche D
|
| | | | 16,800 | | | | | | | | | |
SOFR + 1.96%
|
| |
January 2029
|
|
Total (Commercial facility)
|
| | | | 51,100 | | | | | | 19,100 | | | | | | | | |
Additional commercial facility | | | | | | | | | | | | | | | | | | | |
Facility agreement
|
| |
Undrawn
facility amount |
| |
Principal
amount outstanding |
| |
Interest rate
|
| |
Maturity date
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| | | | | ||||||||
Tranche A
|
| | | | 50 | | | | | | 8,700 | | | |
SOFR + 1.91%(1)
|
| |
May 2028
|
|
Tranche B
|
| | | | 46 | | | | | | 8,800 | | | |
SOFR + 1.91%(1)
|
| |
October 2028
|
|
Tranche C
|
| | | | 46 | | | | | | 8,800 | | | |
SOFR + 1.91%(1)
|
| |
October 2028
|
|
Tranche D
|
| | | | 46 | | | | | | 8,800 | | | |
SOFR + 1.91%(1)
|
| |
January 2029
|
|
Total (Additional commercial facility)
|
| | | | 188 | | | | | | 35,100 | | | | | | | | |
US$458,500,000 Senior Secured Term Loan and Revolving Credit Facility
|
| | | | 133,600 | | | | | | | | | |
SOFR + 1.91%
|
| |
May 2026
|
|
US$198,412,500 Senior Secured Term Loan | | | | | | | | | | | | | | | | | | | |
Tranche A
|
| | | | | | | | | | 50,050 | | | |
SOFR + 2.06%
|
| |
June 2026
|
|
Tranche B
|
| | | | | | | | | | 90,111 | | | |
SOFR + 2.06%
|
| |
November 2026
|
|
| | |
For the year ended
31 December |
| |||||||||||||||
In US$’000
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Purchase of secondhand vessels
|
| | | | 102,021 | | | | | | — | | | | | | 70,284 | | |
Drydocking and vessel upgrades
|
| | | | 13,931 | | | | | | 46,081 | | | | | | 117,043 | | |
Total | | | | | 115,952 | | | | | | 46,081 | | | | | | 187,327 | | |
Name
|
| |
Position
|
| |
Age
|
|
Andreas Sohmen-Pao | | | Chairman | | |
52
|
|
Anne Grethe Dalane | | | Non-Executive Director | | |
63
|
|
Sonali Chandmal | | | Non-Executive Director | | |
55
|
|
Luc Gillet | | | Non-Executive Director | | |
65
|
|
Sanjiv Misra | | | Non-Executive Director | | |
64
|
|
Andrew E. Wolff | | | Non-Executive Director | | |
54
|
|
Name
|
| |
Position
|
| |
Age
|
|
Kristian Sørensen | | | Chief Executive Officer | | |
47
|
|
Samantha Xu | | | Chief Financial Officer | | |
43
|
|
Prodyut Banerjee | | | Vice President and Head of Operations | | |
61
|
|
Knut-Helge Knutsen | | | Vice President and Head of Technical | | |
54
|
|
Iver Baatvik | | | Vice President and Head of Corporate Development | | |
41
|
|
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Directors’ Remuneration | | | | | | | | | | | | | | | | | | | |
Directors’ fees
|
| | | | 376 | | | | | | 376 | | | | | | 377 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Senior Management’s Remuneration | | | | | | | | | | | | | | | | | | | |
Salaries and other short-term employee benefits
|
| | | | 3,333 | | | | | | 3,191 | | | | | | 3,252 | | |
Post-employment benefits – contribution to defined contribution plans
|
| | | | 1,859 | | | | | | 1,237 | | | | | | 533 | | |
Total | | | | | 5,192 | | | | | | 4,428 | | | | | | 3,785 | | |
Category
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Crew(1) | | | | | 1,444 | | | | | | 1,507 | | | | | | 1,993 | | |
Employee
|
| | | | 102 | | | | | | 94 | | | | | | 74 | | |
Singapore
|
| | | | 55 | | | | | | 51 | | | | | | 49 | | |
Norway
|
| | | | 31 | | | | | | 29 | | | | | | 24 | | |
Madrid
|
| | | | 14 | | | | | | 13 | | | | | | 0 | | |
Houston
|
| | | | 2 | | | | | | 1 | | | | | | 1 | | |
Total | | | | | 1,546 | | | | | | 1,601 | | | | | | 2,067 | | |
Name
|
| |
Number of
options granted as of 31 December 2023 |
| |||
| | | | 220,647 | | | |
Samantha Xu
|
| | | | 0 | | |
Niels Rigault
|
| | | | 354,894(1) | | |
Prodyut Banerjee
|
| | | | 98,372 | | |
Knut-Helge Knutsen
|
| | | | 98,372 | | |
Iver Baatvik
|
| | | | 49,680 | | |
Beneficial Owners
|
| |
Shares Owned
|
| |
Percentage of
Issued Shares |
| |
Percentage of
Outstanding Shares(1) |
| |||||||||
BW Group Limited
|
| | | | 48,407,126 | | | | | | 34.58% | | | | | | 36.77% | | |
Folketrygdfondet
|
| | | | 9,638,175 | | | | | | 6.88% | | | | | | 7.32% | | |
BW LPG Limited(2)
|
| | | | 8,337,344 | | | | | | 5.96% | | | | | | N/A | | |
|
Delaware
|
| |
Bermuda
|
| |
Singapore
|
|
|
Board of Directors
|
| ||||||
| The board of directors must consist of at least one member. The number of directors shall be fixed by, or in a manner provided in, the bye-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation. | | | The Company’s bye-laws provide that the Board of Directors must consist of not less than three directors or such number in excess thereof as the shareholders may determine. | | | The constitution of companies will typically state the minimum and maximum number of directors as well as provide that the number of directors may be increased or reduced by shareholders via ordinary resolution passed at a general meeting, provided that the number of directors following such increase or reduction is within the maximum and minimum number of directors provided in the constitution. In addition, the Singapore Companies Act requires at least one director to be ordinarily resident in Singapore. | |
|
Limitation on Personal Liability of Directors
|
| ||||||
| A corporation’s certificate of incorporation may provide for the elimination of personal monetary liability of directors for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. | | |
Section 98 of the Bermuda Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company.
Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favour or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Bermuda Companies Act.
The Company’s bye-laws provide that the Company shall indemnify its officers and directors in
|
| |
Pursuant to the Singapore Companies Act, any provision (whether in the constitution, contract or otherwise) purporting to exempt a director (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company will be void.
Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted under the provisions of the Singapore Companies. The Singapore Companies Act permits the company to: (i) purchase and maintain for an officer insurance against any liability attaching to such officer in respect of any negligence, default, breach of duty or breach of trust in relation to the
|
|
|
Delaware
|
| |
Bermuda
|
| |
Singapore
|
|
| | | |
respect of their actions and omissions, except in respect of their fraud or dishonesty. Subject to Section 14 of the Securities Act, which renders void any waiver of the provisions of the Securities Act, the Company’s bye-laws provide that the Company’s shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the Company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. The SEC has advised that the operation
of this provision as a waiver of the right to sue for violations of federal securities laws would likely be unenforceable in US courts.
Section 98A of the Bermuda Companies Act permits the Company to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Company may otherwise indemnify such officer or director. The Company has purchased and maintains a directors’ and officers’ liability policy for such a purpose.
|
| | Company; (ii) indemnify such officer against his or her liability incurred to a person other than the company, except where the indemnity is against any liability of such officer (1) to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (2) (A) in defending criminal proceedings in which he is convicted, (B) in defending civil proceedings brought by the company or a related company in which judgment is given against him or her or (C) in connection with an application for relief under specified sections of the Singapore Companies Act in which the court refuses to grant him or her relief. | |
|
Interested Shareholders
|
| ||||||
| Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in any business combination with an “interested stockholder” for three years following the time that the stockholder becomes an interested stockholder. Subject to specified exceptions, an “interested stockholder” is any person that (i) owns 15% or more | | | There are no comparable provisions under the Bermuda Companies Act with respect to public companies which are not listed on the Bermuda Stock Exchange. The Company’s bye-laws contain provisions regarding “business combinations” with “interested shareholders.” Pursuant to the Company’s bye-laws, in addition to any other approval that may be | | | There are no comparable provisions in Singapore with respect to public companies. | |
|
Delaware
|
| |
Bermuda
|
| |
Singapore
|
|
|
of the corporation’s outstanding voting stock or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock at any time within the previous three years, and the affiliates and associates of such person.
A Delaware corporation may elect to “opt out” of, and not be governed by, the restrictions contained in Section 203 through a provision in either its original certificate of incorporation, or an amendment to its certificate of incorporation or bye-laws that was approved by the affirmative vote of a majority of the outstanding stock entitled to vote thereon, in addition to any other vote required by law. |
| | required by applicable law, any business combination with an interested shareholder within a period of three years after the date of the transaction in which the person became an interested shareholder must be approved by the Company’s board and authorized at an annual or special general meeting by the affirmative vote of at least 75% of the Company’s issued and outstanding voting shares that are not owned by the interested shareholder, unless: (i) prior to the time that the shareholder becoming an interested shareholder, the Company’s board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; or (ii) upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the Company’s issued and outstanding voting shares at the time the transaction commenced. For purposes of these provisions, “business combinations” include mergers, amalgamations, consolidations and certain sales, leases, exchanges, mortgages, pledges, transfers and other dispositions of assets, issuances and transfers of shares and other transactions resulting in a financial benefit to an interested shareholder. An “interested shareholder” is a person that beneficially owns 15% or more of the Company’s issued and outstanding voting shares and any person affiliated or associated with the Company that owned 15% or more of the Company’s issued and outstanding voting shares at any time three years prior to the relevant time; but the term does | | | | |
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| | | | not include (i) any person whose ownership of shares in excess of the 15% limitation is the result of action taken solely by the Company unless the person acquires additional voting shares of the Company otherwise than as a result of further corporate action not caused, directly or indirectly, by such person, or (ii) BW Group Limited and/or its affiliates or associates. | | | | |
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Removal of Directors
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| Under Delaware law, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause. In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part. | | | Under the Company’s bye-laws, any or all directors may be removed by the holders of a majority of the shares entitled to vote at a special general meeting convened and held in accordance with the bye-laws for the purpose of such removal. Notice of the meeting convened to remove the director must be given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than 14 days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal. | | |
According to the Singapore Companies Act, directors of a public company may be removed before expiration of their term of office with or without cause by ordinary resolution of the shareholders (i.e. a resolution which is passed by a simple majority of those shareholders present and voting in person or by proxy). Notice of the intention to move such a resolution has to be given to the company not less than 28 days before the meeting at which it is moved. The company shall then give notice of such resolution to its shareholders not less than 14 days before the meeting.
Where any director removed in this manner was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove such director will not take effect until such director’s successor has been appointed.
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Filling Vacancies on the Board of Directors
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| Any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, shall be filled as the corporation’s certificate of incorporation or bye-laws provide. In the absence of such | | | Pursuant to the Company’s bye-laws, the Company’s Board of Directors or the shareholders in general meeting shall have the power, at any time and from time to time, to appoint any person to be a director either to fill a casual vacancy or as an additional director as a result of an increase | | | The constitution of a Singapore company typically provides that the shareholders by way of an ordinary resolution or the directors have the power to appoint any person to be a director, either to fill a vacancy or as an addition to the existing directors, but so that the total | |
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| provision, the vacancy shall be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. In the case of a corporation with a classified board of directors, any directors elected due to an increase in the authorised number of directors shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified. | | | in the size of the board so long as the total number of directors shall not at any time exceed the maximum number (if any) fixed in accordance with the Company’s bye-laws. Any director so appointed would usually hold office only until the next annual general meeting and shall then be eligible for re-election. | | | number of directors will not at any time exceed the maximum number fixed in the constitution. Any newly elected director shall hold office until the next following annual general meeting, where such director will then be eligible for re-election. | |
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Amendment of Governing Documents
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Under the Delaware General Corporation Law, amendments to a corporation’s certificate of incorporation require the approval of stockholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware General Corporation Law.
The power to adopt, amend or repeal bye-laws shall be in the stockholders entitled to vote. Notwithstanding the foregoing, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bye-laws upon the board of directors.
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Pursuant to the Company’s bye-laws, no alteration or amendment to the Company’s memorandum of association may be made until approved by a resolution of the board of directors and by a resolution of the members including the affirmative vote of not less than two-thirds of the votes cast in a general meeting. Pursuant to the Company’s bye-laws, no bye-law shall be rescinded, altered or amended and no new bye-law made until approved by a resolution of the board of directors and by a resolution of the members including the affirmative vote of not less than 75%, except for an alteration or amendment to bye-law 75 (Change of Name) which grants BW Group Limited and its affiliates additional votes in
connection with the removal of “BW” from the Company name, which requires 80%, respectively, of the votes cast at a general meeting.
Under Bermuda law, the holders of an aggregate of not less than 20% in par value of a company’s issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda
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| | A company’s constitution may be altered by special resolution (i.e. a resolution passed by at least a three-fourths majority of the shareholders entitled to vote, present in person or by proxy at a meeting for which not less than 21 days written notice is given). The board of directors has no right to amend the constitution. | |
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| | | | for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment that alters or reduces a company’s share capital as provided in the Bermuda Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as such holders may appoint in writing for such purpose. No application may be made by the shareholders voting in favour of the amendment. | | | | |
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Meetings of Shareholders
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Annual and Special Meetings
Meetings of stockholders may be held at such place, either within or outside of Delaware, as may be designated by or in the manner provided in the certificate of incorporation or bye-laws, or if not so designated, as determined by the board of directors. Under the Delaware General Corporation Law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorised by the certificate of incorporation or by the bye-laws.
Quorum Requirements
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or
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Annual and Special General Meetings
Under Bermuda law, a company is required to convene an annual general meeting each calendar year. However, the shareholders may by resolution waive this requirement, either for a specific year or period of time, or indefinitely. When the requirement has been so waived, any shareholder may, on notice to the company, terminate the waiver, in which case an annual general meeting must be called.
Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding
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Annual General Meetings
All companies are required to hold an annual general meeting within six (6) months from its financial year end.
Extraordinary General Meetings
Any general meeting other than the annual general meeting is called an “extraordinary general meeting.” Two or more members (shareholders) holding not less than 10% of the total number of issued shares (excluding treasury shares) may call an extraordinary general meeting. In addition, the constitution usually also provides that general meetings may be convened in accordance with the Singapore Companies Act by the directors.
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bye-laws may specify the number of shares and/or the amount of other securities having voting power, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting.
Notice Requirements
Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
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not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting.
May be held in or outside Bermuda.
Notice
Under the Company’s bye-laws, at least 14 clear days’ notice of an annual general meeting or a special general meeting must be given to each shareholder entitled to attend and vote at such meeting. This notice requirement is subject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting by all of the shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting by a majority in number of the shareholders entitled to attend and vote at the meeting holding not less than 95% in par value of the shares entitled to vote at such meeting.
Notice of general meetings must specify the place, the day and hour of the meeting and in the case of special general meetings, the general nature of the business to be considered.
Calling of Special Shareholders’ Meetings
Under the Company’s bye-laws, a general meeting may be called by the chairperson of the Company, the president or the board of directors. Bermuda law also provides that a special general meeting must be called upon the
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Notwithstanding anything in the constitution, the directors are required to convene a general meeting if required to do so by requisition (i.e. written notice to directors requiring that a meeting be called) by members (shareholders) holding not less than 10% of the total number of paid-up shares of the company as of the date of the deposit of requisition carrying voting rights, as soon as practicable but in any case no later than two (2) months after the company’s receipt of the requisition. If the directors do not proceed to convene a general meeting within 21 days after the date of the deposit of the requisition, the requisitionists (or any of them representing more than 50% of the total voting rights of all of them) may themselves convene a general meeting, to be held no later
than three (3) months from that date.
Quorum Requirements
The constitution of a Singapore company would typically specify the quorum requirements. If the constitution does not so specify, the Singapore Companies Act provides that two (2) members of the company personally present shall form a quorum.
Shareholders’ Rights at Meetings
The Singapore Companies Act provides that every member shall, notwithstanding any provision in the constitution, have a right to attend any general meeting of the company and to speak on any resolution before the meeting. The holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of the Singapore Companies Act, the share confers on the holder a right to vote on that resolution.
Notice Requirements
A meeting of a company, other
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request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings.
Shareholder Proposals
Under Bermuda law, shareholders may, at their own expense (unless the company otherwise resolves), require the company to: (i) give notice to all shareholders entitled to receive notice of the annual general meeting of any resolution that the shareholders may properly move at the next annual general meeting; or (ii) circulate to all shareholders entitled to receive notice of any general meeting a statement (of not more than one thousand words) in respect of any matter referred to in the proposed resolution or any business to be conducted at such general meeting. The number of shareholders necessary for such a requisition is any number of shareholders representing not less than 10% of the total paid up capital of the
Company.
Pursuant to the Company’s bye-laws, any shareholder may propose any person for re-election or election as a director, by giving timely notice thereof to the Company of the intention to propose such person and of such person’s willingness to serve as a director. Generally, to be timely, notice must be received at the registered office of the Company (i) in the case of an annual general meeting, not less than 90 days nor more than 120 days prior to the anniversary of the date on which the Company held the preceding year’s annual general meeting (or in the event the annual general meeting is to be held on a date
that is not 30 days before or after such anniversary, notice must be given no more than ten days following
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than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution.
For the passing of a special resolution, in the case of a public company, not less than 21 days’ written notice would have to be given.
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the day on which notice of the annual general meeting was mailed or the date the annual general meeting is publicly announced, whichever occurs first) and (ii) in the case of a special general meeting, no more than ten days following the day on which notice of the special general meeting was mailed or the date the special general meeting is publicly announced, whichever occurs first.
Quorum Requirements
At any general meeting, the quorum required for the transaction of business is two or more persons present in person throughout the meeting and representing in person or by proxy in excess of 33% the total issued and outstanding shares.
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Indemnification of Officers, Directors and Employees
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Under the Delaware General
Corporation Law, subject to specified limitations in the case of derivative suits brought by a corporation’s stockholders in its name, a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
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| | Section 98 of the Bermuda Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favour or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Bermuda Companies Act. | | |
Pursuant to the Singapore Companies Act, any provision (whether in the constitution, contract or otherwise) purporting to exempt a director (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company will be void.
Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted under the provisions of the Singapore Companies. The Singapore Companies Act permits the company to: (i) purchase and maintain for an officer insurance against any liability attaching to such officer
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by the person in connection with such action, suit or proceeding if the person:
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acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; and
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with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Delaware corporate law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defence or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defence of any such action, suit or proceeding referred to above, or in defence of any claim, issue or matter therein, such person shall be indemnified against
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The Company’s bye-laws provide that the Company shall indemnify its officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Subject to Section 14 of the Securities Act, which renders void any waiver of the provisions of the Securities Act, the Company’s bye-laws provide that the Company’s shareholders waive all claims or rights of action that they might have, individually or in right of the Company, against any of the
Company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. The SEC has advised that the operation of this provision as a waiver of the right to sue for violations of federal securities laws would likely be unenforceable in US courts.
Section 98A of the Bermuda Companies Act permits the Company to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Company may otherwise indemnify such officer or director. The Company has purchased and maintains a directors’ and officers’ liability policy for such a purpose.
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in respect of any negligence, default, breach of duty or breach of trust in relation to the company; (ii) indemnify such officer against his or her liability incurred to a person other than the company, except where the indemnity is against any liability of such officer (1) to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (2) (A) in defending criminal proceedings in which he is convicted, (B) in defending civil proceedings brought by the company or a related company in which judgment is given against him or her or (C) in connection with an application
for relief under specified sections of the Singapore Companies Act in which the court refuses to grant him or her relief.
Any provision, whether in the constitution or in any contract with a company or otherwise, for exempting any auditor of the company from, or indemnifying the auditor against, any liability which by law would otherwise attach to the auditor in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty in relation to the company is void. However, a company is permitted to indemnity such auditor against any liability incurred or that will be incurred by the auditor in defending any proceedings (whether civil or criminal) in which judgment is given in such auditor’s favour or in which such auditor is acquitted or in connection with any application
under specified sections of the Singapore Companies Act in which relief is granted to such auditor by a court.
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| expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. | | | | | | In cases where, inter alia, an officer is sued by the company, the Singapore Companies Act gives the court a power to relieve directors wholly or partially from the consequences of their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably; (ii) the director acted honestly; and (iii) it is fair, having regard to all the circumstances of the case including those connected with such director’s appointment, to excuse the director. | |
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Shareholder Approval of Issuances of Shares
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| Under Delaware law, the directors may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorised by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorised in its certificate of incorporation. | | | Pursuant to the Company’s bye-laws, subject to any resolution of the shareholders to the contrary, the Company’s board of directors is authorised to issue any of the Company’s authorised but unissued common shares and the Company’s Board of Directors is authorised to issue any of the Company’s authorised but unissued preference shares subject to obtaining prior shareholder approval for the issuance of such preference shares. | | | The Singapore Companies Act provides that notwithstanding anything in the company’s constitution, the directors shall not exercise any power to issue shares without prior approval of the shareholders in general meeting. The affirmative vote of a simple majority of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution is required for this authorisation. Once this shareholders’ approval is obtained, unless subsequently revoked or varied by the company in general meeting, it continues in force until the conclusion of the next annual general meeting commencing next after the date on which the approval was given, or the expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is the earlier. | |
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Shareholder Approval of Business Combinations
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| Generally, under the Delaware General Corporation Law, completion of a merger, | | |
The amalgamation or merger of a Bermuda company with another company or corporation (other
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consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.
The Delaware General Corporation Law also requires a vote of stockholders at an annual or special meeting and not by written consent by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the “interested stockholders” as defined in Section 203 of the Delaware General Corporation Law in connection with a business combination with an “interested stockholder.”
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than certain affiliated companies) requires the amalgamation or merger agreement to be approved by the company’s board of directors and by its shareholders. Unless the company’s bye-laws provide otherwise, the approval of 75% of the shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two or more persons holding or representing more than one-third of the issued shares of the company. The Company’s bye-laws provide that a merger or an amalgamation, which is not a business combination or is a business combination to which the
restrictions in the bye-laws do not apply, that has been approved by the board of directors must only be approved by a simple majority of the votes cast at a general meeting of the shareholders at which the quorum shall be two or more persons present in person and representing in person or by proxy in excess of 33% of all issued and outstanding common shares. However if the board of directors has not approved such merger or amalgamation, such merger or amalgamation agreement must be approved by 75% of all the issued and outstanding voting shares of the Company.
Any company that is the wholly-owned subsidiary of a holding company, or one or more companies which are wholly-owned subsidiaries of the same holding company, may amalgamate or merge without the vote or consent of shareholders provided that the approval of the board of directors is obtained and that a director or officer of each such company signs a statutory solvency declaration in respect of the relevant company.
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shareholders in a general meeting, notably:
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notwithstanding anything in the company’s constitution, directors are not permitted to carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by shareholders in a general meeting;
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Two or more Singapore companies may amalgamate and continue as one company and subject to the constitution of each amalgamating company, an amalgamation proposal must be approved by the shareholders of each amalgamating company via special resolution at a general meeting and be approved by any other person for which the amalgamation proposal would require such approval;
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a compromise or arrangement proposed between a company and its shareholders, or any class of them must, among other things, be approved by a majority in number representing three-fourths in value of the shareholders or class of shareholders present and voting either in person or by proxy at the meeting ordered by the court; and
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notwithstanding anything in the company’s constitution, the directors may not, without the prior approval of shareholders, exercise any power of the company to issue shares.
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Any mortgage, charge or pledge of a company’s property and assets may be authorised without the consent of shareholders subject to any restrictions under the bye-laws.
The Company’s bye-laws contain provisions regarding “business combinations” with “interested shareholders”. Pursuant to the Company’s bye-laws, in addition to any other approval that may be required by applicable law, any business combination with an interested shareholder within a period of three years after the date of the transaction in which the person became an interested shareholder must be approved by the Company’s board and authorized at an annual or special general meeting by the affirmative vote of at least 75% of the Company’s issued and outstanding voting shares that are not owned
by the interested shareholder, unless: (i) prior to the time that the shareholder becoming an interested shareholder, the Company’s board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; or (ii) upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the Company’s issued and outstanding voting shares at the time the transaction commenced. For purposes of these provisions, “business combinations” include mergers, amalgamations, consolidations and certain sales, leases, exchanges, mortgages, pledges, transfers and other dispositions of assets, issuances and transfers of shares and other transactions resulting
in a financial benefit to an interested shareholder. An
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“interested shareholder” is a person that beneficially owns 15% or more of the Company’s issued and outstanding voting shares and any person affiliated or associated with the Company that owned 15% or more of the Company’s issued and outstanding voting shares at any time three years prior to the relevant time.
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Shareholder Action Without a Meeting
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| Under the Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation, any action taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorise or take such action at a meeting at which all shares entitled to vote thereon were present and voted in the manner required by Section 228 of the Delaware General Corporation Law. | | | The Bermuda Companies Act provides that shareholders may take action by written consent, except in respect of the removal of an auditor from office before the expiry of his term or in respect of a resolution passed for the purpose of removing a director before the expiration of his term of office. A resolution in writing is passed when it is signed by the members of the company who at the date of the notice of the resolution represent such majority of votes as would be required if the resolution had been voted on at a meeting or when it is signed by all the members of the company or such other majority of members as may be provided by the bye-laws of the company. | | | There are no equivalent provisions under the Singapore Companies Act in respect of the passing of shareholders’ resolutions by written means that apply to public companies listed on a securities exchange. | |
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Shareholder Suits
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| Under the Delaware General Corporation Law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action under the Delaware Court of Chancery Rules have | | | Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the | | | A shareholder may apply to the court for an order on the ground that (i) the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the shareholders (including the applicant) or in disregard of his, her or their interests as shareholders of the company; or (ii) that some act of the company has been done or is threatened or | |
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| been met. A person may institute and maintain such a derivative suit only if such person was a stockholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware law, the plaintiff bringing a derivative suit on behalf of a corporation generally must be a stockholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. | | |
company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.
When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.
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| |
that some resolution of the shareholders or any class of them has been passed or is proposed which unfairly discriminates against or is otherwise prejudicial to one or more shareholders (including the applicant).
Derivative actions and arbitrations
The Singapore Companies Act has a provision which provides a mechanism enabling shareholders to apply to the court for leave to bring a derivative action or arbitration in the name and on behalf of the company.
Applications are generally made by shareholders, but courts are given the discretion to allow such persons as they deem proper to apply (e.g. beneficial owner of shares) to make the application.
It should be noted that this provision of the Singapore Companies Act is primarily used by minority shareholders to bring an action or arbitration in the name and on behalf of a company or intervene in an action or arbitration to which a company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of the company.
Class actions
The concept of class action suits, which allows individual shareholders to bring an action seeking to represent the class or classes of shareholders, generally does not exist in Singapore. However, it is possible as a matter of procedure for a number of shareholders to lead an action and establish liability on behalf of themselves and other shareholders who join in or who are made parties to the action and such shareholders are commonly known as “lead
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Delaware
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Bermuda
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| | | | | | | plaintiffs.” Further, there are circumstances under the provisions of certain Singapore statutes where shareholders may file and prove their claims for compensation in the event that a company has been convicted of a criminal offence or has a court order for the payment of a civil penalty made against it. | |
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Dividends or Other Distributions; Repurchases and Redemptions
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|
The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock either out of its surplus in accordance with the Delaware General Corporation Law or in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
If the capital of the corporation computed in accordance with the Delaware General Corporation Law shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.
Under the Delaware General Corporation Law, every corporation may purchase, redeem, receive, take or otherwise |
| |
Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the company is, or after the payment of such dividends would be, unable to pay its liabilities as they become due, or (ii) the realizable value of its assets would thereby be less than its liabilities. Under the Company’s bye-laws each common share is entitled to dividends if, as and when dividends are declared by the Company’s board of directors on such shares, subject to any preferred dividend rights of any preference shares, if any.
A company may, if authorised by its memorandum of association or bye-laws, purchase its own shares. Where a company purchases its own shares, such shares may be cancelled (in which event, the company’s issued, but not its authorised, capital will be diminished accordingly) or held as treasury shares. Such purchases may only be effected out of the capital paid up on the purchased shares or out of the funds of the company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a purchase over the par value of the shares to be purchased must be provided for out of funds of the company otherwise available for
dividend
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Dividends
The Singapore Companies Act provides that no dividends is payable to shareholders except out of profits.
The Singapore Companies Act does not specifically define the meaning of “profits” and a company would typically consult with its accountants and auditors to determine whether the company has “available profits” to declare the dividend.
The constitution of a Singapore company would typically provide that the Company may by ordinary resolution declare final dividends, but no such dividend shall exceed the amount recommended by the Board of Directors. Subject to the Singapore Companies Act, the Board of Directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company. The Board of Directors may, subject to the Company’s constitution and in accordance with the Singapore Companies Act, declare a dividend to be paid to the shareholders, in proportion to the number of ordinary shares held by them, and such dividend may be paid in cash or wholly or partly
in specie in which case the Board of Directors may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the
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Delaware
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Bermuda
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Singapore
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| acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation shall purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation other than a nonstock corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced. | | | or distribution or out of the company’s share premium account. Any amount due to a member on a purchase by a company of its own shares may (i) be paid in cash; (ii) be satisfied by the transfer of any part of the undertaking or property of the company having the same value; or (iii) be satisfied partly under (i) and partly under (ii). Any purchase by a company of its own shares may be authorised by its board of directors or otherwise by or in accordance with the provisions of its bye-laws. Such purchase may not be made if, on the date on which the purchase is to be effected, there are reasonable grounds for believing that the company is, or after the purchase would be, unable to pay its liabilities as they become due. Under the laws of Bermuda, if a company holds shares as treasury shares, the company shall be entered in the register of members as the member holding the shares but the company is not permitted to exercise any rights in respect of those shares and no dividend or other distribution (whether in cash or otherwise) shall be paid or made to the company in respect of such shares. | | |
Company.
Other than a dividend distribution, a Singapore company may also return capital to its shareholders by way of a share buyback or a capital reduction.
Acquisition of a company’s own shares
If a company is expressly permitted to do so by its constitution, it may, in accordance with the relevant provisions under the Singapore Companies Act, purchase or otherwise acquire shares issued by it.
The total number of ordinary shares that may be purchased or acquired by the company during the relevant period may not exceed 20% of the total number of ordinary shares in that class as of the date of the resolution passed pursuant to the relevant share repurchase provisions under the Singapore Companies Act. The relevant period means the period commencing from the date of the shareholder resolution passed pursuant to the relevant provisions under the Singapore Companies Act and expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier.
Ordinary shares that are purchased or acquired by a company pursuant to the relevant provisions under the Singapore Companies Act are, unless held in treasury, deemed to be cancelled immediately on purchase or acquisition.
Payment may be made out of the company’s capital or products so long as the company is solvent. Such payment includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the
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Delaware
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Bermuda
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Singapore
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company of its ordinary shares.
Capital reduction
A Singapore public company may, if not restricted under its constitution, reduce its share capital and in particular, do all or any of the following: (i) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; (ii) cancel any paid up share capital which is lost or unrepresented by available assets; and (iii) return to shareholders any paid up share capital which is more than it needs, by a special resolution, provided that the company meets the solvency requirements and prescribed publicity requirements.
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Transactions with Officers and Directors
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Under the Delaware General Corporation Law, no contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organisation in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorises the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
(i)
The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorises the
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Bermuda law and the Company’s bye-laws provide that if a director has a direct or indirect interest in a transaction with the Company or any of the Company’s subsidiaries, the director must disclose the nature of that interest at the first opportunity either at a meeting of directors or in writing to the directors. The Company’s bye-laws provide that, except for certain interested matters, after a director has made such a declaration of interest, he is allowed to be counted for purposes of determining whether a quorum
is present and to vote on a transaction in which he has an interest, unless disqualified from doing so by the chairperson of the relevant board meeting.
Bermuda law prohibits a company from (i) making loans to any of its directors (or any directors of its holding company) or to their spouse or children or to companies (other than a company which is a holding company or a subsidiary of the company making the loan) in
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Under the Singapore Companies Act, every director or chief executive officer who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must, as soon as practicable after the relevant facts have come to such officer or director’s knowledge, declare the nature of such officer or director’s interest at a board of directors’ meeting or send a written notice to the company containing details on the nature, character and extent of his interest in the transaction or proposed transaction with the company.
There is however no requirement for disclosure where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in the proposed transaction with the company if the interest may properly be regarded not being a material interest. Where the
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Delaware
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Bermuda
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Singapore
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contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(ii)
The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(iii)
The contract or transaction is fair as to the corporation as of the time it is authorised, approved or ratified, by the board of directors, a committee or the stockholders.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorises the contract or transaction.
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| | which a director, their spouse or children own or control directly or indirectly more than a 20% interest, or (ii) entering into any guarantee or providing any security in connection with a loan made to such persons as aforementioned by any other person, without the consent of any member or members holding in aggregate not less than nine-tenths of the total voting rights of all members having the right to vote at any meeting of the members of the company. These prohibitions do not apply to anything done to provide a director with funds to meet the expenditure incurred or to be incurred by them for the purposes of the company or for the purpose of enabling them properly to perform their duties as an officer of the company, provided that the company gives its prior approval at a general meeting or, if not, the loan, guarantee or security is made or given on condition that it will be repaid or discharged, as the case may be, within six months from the conclusion of the next following annual general meeting if the loan, guarantee or security is not approved at or before such meeting. If the approval of the company is not given for the loan, guarantee or security as aforementioned, the directors who authorised it will be jointly and severally liable to indemnify the company for any loss arising therefrom. Where the company has waived the requirement to hold an annual general meeting in accordance with the Bermuda Companies Act and a loan is made to a director, the board must convene a members’ meeting within the prescribed period to disclose the loan and obtain consent. | | |
proposed transaction relates to any loan to the company, no disclosure need be made where the director or chief executive officer has only guaranteed or joined in guaranteeing the repayment of such loan, unless the constitution provides otherwise.
Further, where the proposed transaction is to be made with or for the benefit of a related company (i.e. the holding company, subsidiary or subsidiary of a common holding company) no disclosure need be made of the fact that the director or chief executive officer is also a director or chief executive officer of that corporation, unless the constitution provides otherwise.
In addition, every director or chief executive officer who holds any office or possesses any property which, directly or indirectly, duties or interests might be created in conflict with such officer’s duties or interests as director or chief executive officer, must declare the fact and the nature, character and extent of the conflict at a meeting of directors or send a written notice to the company setting out the fact, and the nature, character and extent of the conflict.
The Singapore Companies Act extends the scope of this statutory duty of a director or chief executive officer to disclose any interests by pronouncing that an interest of a member of the director’s or the chief executive officer’s family (which includes his or her spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter) will be treated as an interest of the director or the chief executive officer (as applicable).
Subject to specified exceptions,
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Delaware
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Bermuda
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Singapore
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the Singapore Companies Act prohibits the company from: (i) making a loan or quasi-loan to its directors or to directors of a related company (i.e. the holding company, subsidiary or subsidiary of a common holding company), each a “relevant director;” (ii) entering into a guarantee or providing any security in connection with a loan or quasi-loan made to a relevant director by any other person; (iii) entering into a credit transaction as creditor for the benefit of a relevant director; (iv) entering into a guarantee or providing any security in connection with such credit transaction entered into by any person for the benefit of a relevant director; (v) taking part in an arrangement where another person enters into any of the transactions in (i) to (iv) above or (vi) below and such person obtains a benefit from the
company or a related company; or (vi) arranging for the assignment to the company or assumption by the company of any rights, obligations or liabilities under a transaction in (i) to (v) above. The company is also prohibited from entering into the transactions in (i) to (vi) above with or for the benefit of a relevant director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
Subject to specified exceptions, the Singapore Companies Act prohibits the company from: (i) making a loan or quasi-loan to another company, a limited liability partnership or a variable capital company; (ii) entering into a guarantee or providing any security in connection with a loan or quasi-loan made to another company, a limited liability partnership or a variable capital
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Delaware
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Bermuda
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Singapore
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| | | | | | | company by any other person; (iii) entering into a credit transaction as creditor for the benefit of another company, a limited liability partnership or a variable capital company; (iv) entering into any guarantee or providing security in connection with such credit transaction entered into by any person for the benefit of another company, a limited liability partnership or a variable capital company; (v) taking part in an arrangement where another person enters into any of the transactions in (i) to (iv) above or (vi) below and such person obtains a benefit from the company or a related company; or (vi) arranging for the assignment to the company or assumption by the company of any rights, obligations or liabilities under a transaction in (i) to (v) above, if a director or directors of the company is or together are interested in 20% or more of the total voting power in the other company, the limited liability partnership or the variable capital company, as the case may be, unless there is prior approval for the transaction by the company in general meeting at which the interested director or directors and his or their family members abstained from voting, or the other company is the company’s subsidiary or holding company or a subsidiary of its holding company. | |
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Dissenters’ Rights
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| ||||||
| Under the Delaware General Corporation Law, any stockholder of a corporation who holds shares of stock on the date of the making of a demand pursuant to the statute with respect to such shares, who continuously holds such shares through the effective date of the | | | Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favour of the amalgamation or merger and who is not satisfied that fair value has been offered | | | In the case where shareholders’ shares in a company are to be acquired pursuant to a scheme of compromise or an arrangement, the acquisition will need the sanction of the High Court of the Republic of Singapore. A dissenting shareholder may object to the acquisition at the hearing | |
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Delaware
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Bermuda
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Singapore
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| merger or consolidation, who has otherwise complied with the requirements of the Delaware General Corporation Law who has neither voted in favour of the merger or consolidation nor consented thereto in writing shall be entitled to an appraisal by the Delaware Court of Chancery of the fair value of the stockholder’s shares of stock. | | | for such shareholder’s shares may, within one month of notice of the shareholders’ meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares. Note that each share of an amalgamating or merging company carries the right to vote in respect of an amalgamation or merger whether or not is otherwise carries the right to vote. | | |
of the Court to sanction the scheme.
In the case where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (the “transferor company”) to a person (the “transferee”) has, within four months after the making of the offer in that behalf by the transferee, been approved as to the shares or as to each class of shares whose transfer is involved by the holders of not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee, and excluding any shares in the transferor company held as treasury shares), the transferee may at any time within two months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire the dissenting
shareholder’s shares. The dissenting shareholder may make an application to the High Court of the Republic of Singapore within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder (if demanded by the dissenting shareholder) for the court to order to the contrary.
There are no equivalent provisions under the Singapore Companies Act where a dissenting shareholder may apply to court to require a fair value appraisal of the shares.
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Cumulative Voting
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| Under the Delaware General Corporation Law, the certificate of incorporation of any corporation may provide that at | | | Under Bermuda law, the voting rights of shareholders are regulated by the company’s bye-laws and, in certain | | | There is no equivalent provision under the Singapore Companies Act in respect of companies incorporated in Singapore. | |
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Delaware
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Bermuda
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Singapore
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| all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to such holder’s shares of stock multiplied by the number of directors to be elected by such holder, and that such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as such holder may see fit. | | |
circumstances, by the Bermuda Companies Act.
The bye-laws of a Bermuda company may provide for cumulative voting. However, the Company’s bye-laws do not provide for cumulative voting.
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Anti-Takeover Measures
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| ||||||
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Under the Delaware General Corporation Law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred stock with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt.
In addition, Delaware law does not prohibit a corporation from adopting a stockholder rights plan, or “poison pill,” which could prevent a takeover attempt. |
| |
Bermuda does not have any legislation or code specifically regulating take-overs, whether of public companies or not, and there is no regulatory body that oversees take-overs.
An acquiring party is generally able to acquire compulsorily the common shares of minority holders of a company in the following ways:
(i)
By a procedure under the Bermuda Companies Act known as a “scheme of arrangement.” A scheme of arrangement could be effected by obtaining the agreement of the company and of holders of common shares, representing in the aggregate a majority in number and at least 75% in value of the common shareholders present and voting at a court ordered meeting held to consider the scheme of arrangement. The scheme of arrangement must then be sanctioned by the
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Singapore law does not generally prohibit a company from adopting “poison pill” arrangements which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares. However, the directors, in their discharge of their fiduciary duties, are required to consider any possible transaction and act in the best interests of the company.
Under the Singapore Code on Take-overs and Mergers which generally applies to corporations with a primary listing in Singapore, unlisted public companies with more than 50 shareholders and net tangible assets of S$5 million or more, if, in the course of an offer, or even before the date of the offer announcement, the board of the offeree company has reason to believe that a bona fide offer is imminent, the board must not, except pursuant to a contract entered into earlier, take any
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Delaware
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Bermuda
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Singapore
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Supreme Court of Bermuda. If a scheme of arrangement receives all necessary agreements and sanctions, upon the filing of the court order with the Registrar of Companies in Bermuda, all holders of common shares could be compelled to sell their shares under the terms of the scheme of arrangement.
(ii)
By acquiring pursuant to a tender offer 90% of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its subsidiaries, obtained the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, by notice compulsorily acquire the shares of any nontendering shareholder on the same terms as the original offer unless the Supreme Court of Bermuda (on application made within a one-month period from the date
of the offeror’s notice of its intention to acquire such shares) orders otherwise.
Where the acquiring party or parties hold not less than 95% of the shares or a class of shares of the company, by acquiring, pursuant to a notice given to the remaining shareholders or class of shareholders, the shares of such remaining shareholders or class of shareholders. When this
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| | action, without the approval of shareholders at a general meeting, on the affairs of the offeree company that could effectively result in any bona fide offer being frustrated or the shareholders being denied an opportunity to decide on its merits. | |
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Delaware
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Bermuda
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Singapore
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| | | | notice is given, the acquiring party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Supreme Court of Bermuda for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired. | | | | |
| 1.1 | | | | |
| 1.2 | | | | |
| 1.3 | | | | |
| 4.1 | | | Form of Shareholder Rights Agreement to be entered into between the Company and BW Group Limited. | |
| 8.1 | | | | |
| 15.1 | | | |
| Date: 8 April 2024 | | |
BW LPG Limited
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| | | |
By:
Name: Kristian Sørensen
Title: Chief Executive Officer
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Page
|
| |||
| | | | F-2 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-8 | | | |
| | | | F-10 | | |
| | |
Note
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | | | | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Revenue – Shipping
|
| |
3
|
| | |
|
1,224,520
|
| | | | | 833,332 | | | | | | 630,185 | | |
Revenue – Product Services
|
| |
3
|
| | |
|
1,722,820
|
| | | | | 724,792 | | | | | | 611,170 | | |
Cost of cargo and delivery expenses – Product Services
|
| |
4
|
| | |
|
(1,547,059)
|
| | | | | (640,554) | | | | | | (557,183) | | |
Voyage expenses – Shipping
|
| |
4
|
| | |
|
(509,340)
|
| | | | | (350,016) | | | | | | (222,220) | | |
Vessel operating expenses
|
| |
4
|
| | |
|
(82,192)
|
| | | | | (93,428) | | | | | | (100,147) | | |
Time charter contracts (non-lease components)
|
| |
4
|
| | |
|
(20,350)
|
| | | | | (19,506) | | | | | | (14,427) | | |
General and administrative expenses
|
| |
4
|
| | |
|
(56,773)
|
| | | | | (31,916) | | | | | | (32,582) | | |
Charter hire expenses
|
| |
4
|
| | |
|
(30,712)
|
| | | | | (16,427) | | | | | | (9,409) | | |
Fair value gain from equity financial asset
|
| | | | | |
|
—
|
| | | | | — | | | | | | 1,995 | | |
Finance lease income
|
| | | | | |
|
278
|
| | | | | 585 | | | | | | 1,025 | | |
Other operating (expense)/income – net
|
| | | | | |
|
(993)
|
| | | | | 815 | | | | | | 3,296 | | |
Depreciation
|
| |
8
|
| | |
|
(217,121)
|
| | | | | (158,815) | | | | | | (153,653) | | |
Amortisation of intangible assets
|
| | | | | |
|
(762)
|
| | | | | (610) | | | | | | (546) | | |
Gain on disposal of vessels
|
| | | | | |
|
42,374
|
| | | | | 21,110 | | | | | | 22,932 | | |
(Loss)/Gain on derecognition of right-of-use assets (vessels)
|
| | | | | |
|
(961)
|
| | | | | — | | | | | | 2,536 | | |
Write-back of impairment charge on vessels
|
| |
8
|
| | |
|
—
|
| | | | | 1,470 | | | | | | 31,901 | | |
Remeasurement of equity interest in joint venture
|
| | | | | |
|
—
|
| | | | | — | | | | | | 9,835 | | |
Other expenses
|
| | | | | |
|
—
|
| | | | | — | | | | | | (1,146) | | |
Operating profit
|
| | | | | |
|
523,729
|
| | | | | 270,832 | | | | | | 223,562 | | |
Foreign currency exchange loss – net
|
| | | | | |
|
(345)
|
| | | | | (814) | | | | | | (792) | | |
Interest income
|
| | | | | |
|
10,121
|
| | | | | 1,941 | | | | | | 3,435 | | |
Interest expense
|
| | | | | |
|
(27,304)
|
| | | | | (29,773) | | | | | | (38,552) | | |
Other finance expenses
|
| | | | | |
|
(2,237)
|
| | | | | (2,538) | | | | | | (2,743) | | |
Finance expenses – net
|
| | | | | | | (19,765) | | | | |
|
(31,184)
|
| | | |
|
(38,652)
|
| |
Share of profit of a joint venture
|
| | | | | |
|
—
|
| | | | | — | | | | | | 2,031 | | |
Profit before tax
|
| | | | | |
|
503,964
|
| | | | | 239,648 | | | | | | 186,941 | | |
Income tax expense
|
| |
7(a)
|
| | |
|
(10,965)
|
| | | | | (1,071) | | | | | | (521) | | |
Profit after tax
|
| | | | | |
|
492,999
|
| | | | | 238,577 | | | | | | 186,420 | | |
Other comprehensive (loss)/income: | | | | | | | | | | | | | | | | | | | | | | |
Items that may be reclassified subsequently to profit or loss: | | | | | | | | | | | | | | | | | | | | | | |
Cash flow hedges | | | | | | | | | | | | | | | | | | | | | | |
– fair value (loss)/gain
|
| | | | | |
|
(102,297)
|
| | | | | 34,694 | | | | | | 34,782 | | |
– reclassification to profit or loss
|
| | | | | |
|
49,978
|
| | | | | (3,248) | | | | | | 8,863 | | |
Currency translation reserve
|
| | | | | |
|
2,334
|
| | | | | 2,066 | | | | | | (2,870) | | |
Other comprehensive (loss)/income, net of tax
|
| | | | | |
|
(49,985)
|
| | | | | 33,512 | | | | | | 40,775 | | |
Total comprehensive income
|
| | | | | |
|
443,014
|
| | | | | 272,089 | | | | | | 227,195 | | |
Profit attributable to: | | | | | | | | | | | | | | | | | | | | | | |
Equity holders of the Company
|
| | | | | |
|
469,957
|
| | | | | 227,396 | | | | | | 184,821 | | |
Non-controlling interests
|
| | | | | |
|
23,042
|
| | | | | 11,181 | | | | | | 1,599 | | |
| | | | | | |
|
492,999
|
| | | | | 238,577 | | | | | | 186,420 | | |
Total comprehensive income: | | | | | | | | | | | | | | | | | | | | | | |
Equity holders of the Company
|
| | | | | |
|
418,818
|
| | | | | 260,705 | | | | | | 225,933 | | |
Non-controlling interests
|
| | | | | |
|
24,196
|
| | | | | 11,384 | | | | | | 1,262 | | |
| | | | | | |
|
443,014
|
| | | | | 272,089 | | | | | | 227,195 | | |
Earnings per share attributable to the equity holders of the Company: | | | | | | | | | | | | | | | | | | | | | | |
(expressed in US$ per share)
|
| | | | | | | | | | | | | | | | | | | | | |
Basic/Diluted earnings per share
|
| |
6
|
| | |
|
3.53
|
| | | | | 1.68 | | | | | | 1.33 | | |
| | |
Note
|
| |
2023
|
| |
2022
|
| ||||||
| | | | | |
US$’000
|
| |
US$’000
|
| ||||||
Intangible assets
|
| | | | | |
|
1,242
|
| | | | | 1,370 | | |
Investment in joint venture
|
| | | | | |
|
301
|
| | | | | — | | |
Derivative financial instruments
|
| |
13
|
| | |
|
11,002
|
| | | | | 23,806 | | |
Finance lease receivables
|
| |
9
|
| | |
|
—
|
| | | | | 2,684 | | |
Other receivables
|
| |
11
|
| | |
|
13,206
|
| | | | | 15,869 | | |
Deferred tax assets
|
| |
7(c)
|
| | |
|
6,855
|
| | | | | 6,720 | | |
Total other non-current assets
|
| | | | | |
|
31,364
|
| | | | | 49,079 | | |
Vessels and dry docking
|
| |
8
|
| | |
|
1,457,086
|
| | | | | 1,520,172 | | |
Right-of-use assets (vessels)
|
| |
8
|
| | |
|
151,784
|
| | | | | 249,477 | | |
Other property, plant and equipment
|
| |
8
|
| | |
|
277
|
| | | | | 307 | | |
Property, plant and equipment
|
| | | | | |
|
1,609,147
|
| | | | | 1,769,956 | | |
Total non-current assets
|
| | | | | |
|
1,641,753
|
| | | | | 1,820,405 | | |
Inventories
|
| |
10
|
| | |
|
188,592
|
| | | | | 135,932 | | |
Trade and other receivables
|
| |
11
|
| | |
|
315,238
|
| | | | | 197,593 | | |
Equity financial assets, at fair value
|
| | | | | |
|
3,271
|
| | | | | 3,271 | | |
Derivative financial instruments
|
| |
13
|
| | |
|
37,083
|
| | | | | 23,474 | | |
Finance lease receivables
|
| |
9
|
| | |
|
2,684
|
| | | | | 7,842 | | |
Assets held-for-sale
|
| |
12
|
| | |
|
44,296
|
| | | | | 86,869 | | |
Cash and cash equivalents
|
| |
14
|
| | |
|
287,545
|
| | | | | 284,516 | | |
Total current assets
|
| | | | | |
|
878,709
|
| | | | | 739,497 | | |
Total assets
|
| | | | | |
|
2,520,462
|
| | | | | 2,559,902 | | |
Share capital
|
| |
15
|
| | |
|
1,400
|
| | | | | 1,419 | | |
Share premium
|
| |
15
|
| | |
|
285,853
|
| | | | | 289,812 | | |
Treasury shares
|
| |
15
|
| | |
|
(56,438)
|
| | | | | (47,631) | | |
Contributed surplus
|
| | | | | |
|
685,913
|
| | | | | 685,913 | | |
Other reserves
|
| | | | | |
|
(56,494)
|
| | | | | (9,777) | | |
Retained earnings
|
| | | | | |
|
609,479
|
| | | | | 556,996 | | |
| | | | | | |
|
1,469,713
|
| | | | | 1,476,732 | | |
Non-controlling interests
|
| | | | | |
|
116,447
|
| | | | | 119,858 | | |
Total shareholders’ equity
|
| | | | | |
|
1,586,160
|
| | | | | 1,596,590 | | |
Borrowings
|
| |
16
|
| | |
|
199,917
|
| | | | | 362,220 | | |
Lease liabilities
|
| |
17
|
| | |
|
78,363
|
| | | | | 106,281 | | |
Derivative financial instruments
|
| |
13
|
| | |
|
679
|
| | | | | 929 | | |
Total non-current liabilities
|
| | | | | |
|
278,959
|
| | | | | 469,430 | | |
Borrowings
|
| |
16
|
| | |
|
212,432
|
| | | | | 116,153 | | |
Lease liabilities
|
| |
17
|
| | |
|
79,476
|
| | | | | 121,202 | | |
Derivative financial instruments
|
| |
13
|
| | |
|
90,214
|
| | | | | 40,151 | | |
Current income tax liabilities
|
| |
7(b)
|
| | |
|
8,121
|
| | | | | 2,489 | | |
Trade and other payables
|
| |
18
|
| | |
|
265,100
|
| | | | | 213,887 | | |
Total current liabilities
|
| | | | | |
|
655,343
|
| | | | | 493,882 | | |
Total liabilities
|
| | | | | |
|
934,302
|
| | | | | 963,312 | | |
Total equity and liabilities
|
| | | | | |
|
2,520,462
|
| | | | | 2,559,902 | | |
| | | | | |
Attributable to equity holders of the Company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Note
|
| |
Share
capital |
| |
Share
premium |
| |
Treasury
shares |
| |
Contributed
surplus |
| |
Capital
reserve |
| |
Hedging
reserve |
| |
Share-based
payment reserve |
| |
Currency
translation reserve |
| |
Other
reserves |
| |
Retained
earnings |
| |
Total
|
| |
Non-
controlling interest |
| |
Total
equity |
| |||||||||||||||||||||||||||||||||||||||
| | | | | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||||||||||||||||||||||||||
Balance at 1 January 2023
|
| | | | | | | 1,419 | | | | | | 289,812 | | | | | | (47,631) | | | | | | 685,913 | | | | | | (36,259) | | | | | | 24,777 | | | | | | 2,141 | | | | | | (761) | | | | | | 325 | | | | | | 556,996 | | | | | | 1,476,732 | | | | | | 119,858 | | | | | | 1,596,590 | | |
Profit after tax
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 469,957 | | | | | | 469,957 | | | | | | 23,042 | | | | | | 492,999 | | |
Other comprehensive (loss)/
income |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (52,319) | | | | | | — | | | | | | 1,180 | | | | | | — | | | | | | — | | | | | | (51,139) | | | | | | 1,154 | | | | | | (49,985) | | |
Total comprehensive (loss)/income
|
| | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
—
|
| | | |
|
(52,319)
|
| | | |
|
—
|
| | | |
|
1,180
|
| | | |
|
—
|
| | | |
|
469,957
|
| | | |
|
418,818
|
| | | |
|
24,196
|
| | | |
|
443,014
|
| |
Share-based payment reserve – Value of employee services
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,696 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,696 | | | | | | — | | | | | | 1,696 | | |
Purchases of treasury
shares |
| |
15
|
| | | | — | | | | | | — | | | | | | (23,698) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (23,698) | | | | | | — | | | | | | (23,698) | | |
Share options exercised
|
| |
15
|
| | | | — | | | | | | — | | | | | | 2,676 | | | | | | — | | | | | | — | | | | | | — | | | | | | 68 | | | | | | — | | | | | | 1,833 | | | | | | (2,919) | | | | | | 1,658 | | | | | | — | | | | | | 1,658 | | |
Shares cancellation
|
| |
15
|
| | | | (19) | | | | | | (3,959) | | | | | | 12,215 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,237) | | | | | | — | | | | | | — | | | | | | — | | |
Dividends paid
|
| |
23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (405,493) | | | | | | (405,493) | | | | | | (27,607) | | | | | | (433,100) | | |
Others
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 825 | | | | | | (825) | | | | | | — | | | | | | — | | | | | | — | | |
Total transactions with
owners, recognised directly in equity |
| | | | | |
|
(19)
|
| | | |
|
(3,959)
|
| | | |
|
(8,807)
|
| | | | | — | | | | | | — | | | | | | — | | | | |
|
1,764
|
| | | | | — | | | | |
|
2,658
|
| | | |
|
(417,474)
|
| | | |
|
(425,837)
|
| | | |
|
(27,607)
|
| | | |
|
(453,444)
|
| |
Balance at 31
December 2023 |
| | | | | | | 1,400 | | | | | | 285,853 | | | | | | (56,438) | | | | | | 685,913 | | | | | | (36,259) | | | | | | (27,542) | | | | | | 3,905 | | | | | | 419 | | | | | | 2,983 | | | | | | 609,479 | | | | | | 1,469,713 | | | | | | 116,447 | | | | | | 1,586,160 | | |
| | | | | |
Attributable to equity holders of the Company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Note
|
| |
Share
capital |
| |
Share
premium |
| |
Treasury
shares |
| |
Contributed
surplus |
| |
Capital
reserve |
| |
Hedging
reserve |
| |
Share-based
payment reserve |
| |
Currency
translation reserve |
| |
Other
reserves |
| |
Retained
earnings |
| |
Total
|
| |
Non-
controlling interest |
| |
Total
equity |
| |||||||||||||||||||||||||||||||||||||||
| | | | | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||||||||||||||||||||||||||
Balance at 1 January 2022
|
| | | | | | | 1,419 | | | | | | 289,812 | | | | | | (23,294) | | | | | | 685,913 | | | | | | (36,259) | | | | | | (6,669) | | | | | | 922 | | | | | | (2,624) | | | | | | 2,194 | | | | | | 460,648 | | | | | | 1,372,062 | | | | | | 13,837 | | | | | | 1,385,899 | | |
Profit after tax
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 227,396 | | | | | | 227,396 | | | | | | 11,181 | | | | | | 238,577 | | |
Other comprehensive
income |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,446 | | | | | | — | | | | | | 1,863 | | | | | | — | | | | | | — | | | | | | 33,309 | | | | | | 203 | | | | | | 33,512 | | |
Total comprehensive
income |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,446 | | | | | | — | | | | | | 1,863 | | | | | | — | | | | | | 227,396 | | | | | | 260,705 | | | | | | 11,384 | | | | | | 272,089 | | |
Share-based payment reserve – Value of employee services
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,372 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,372 | | | | | | — | | | | | | 1,372 | | |
Purchases of treasury
shares |
| |
15
|
| | | | — | | | | | | — | | | | | | (27,661) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27,661) | | | | | | — | | | | | | (27,661) | | |
Share options exercised
|
| |
15
|
| | | | — | | | | | | — | | | | | | 3,324 | | | | | | — | | | | | | — | | | | | | — | | | | | | (153) | | | | | | — | | | | | | (1,833) | | | | | | — | | | | | | 1,338 | | | | | | — | | | | | | 1,338 | | |
Dividends paid
|
| |
23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (126,705) | | | | | | (126,705) | | | | | | — | | | | | | (126,705) | | |
Acquisition of subsidiary with non-controlling interests
|
| |
24
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,327 | | | | | | 10,327 | | |
Changes in non-controlling
interests arising from changes of interests in subsidiary |
| |
25
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,343) | | | | | | (4,343) | | | | | | 84,343 | | | | | | 80,000 | | |
Others
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36) | | | | | | — | | | | | | (36) | | | | | | (33) | | | | | | (69) | | |
Total transactions with
owners, recognised directly in equity |
| | | | | | | — | | | | | | — | | | | | | (24,337) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,219 | | | | | | — | | | | | | (1,869) | | | | | | (131,048) | | | | | | (156,035) | | | | | | 94,637 | | | | | | (61,398) | | |
Balance at 31
December 2022 |
| | | | | | | 1,419 | | | | | | 289,812 | | | | | | (47,631) | | | | | | 685,913 | | | | | | (36,259) | | | | | | 24,777 | | | | | | 2,141 | | | | | | (761) | | | | | | 325 | | | | | | 556,996 | | | | | | 1,476,732 | | | | | | 119,858 | | | | | | 1,596,590 | | |
| | | | | | | | |
Attributable to equity holders of the Company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Note
|
| |
Share
capital |
| |
Share
premium |
| |
Treasury
shares |
| |
Contributed
surplus |
| |
Capital
reserve |
| |
Hedging
reserve |
| |
Share-
based payment reserve |
| |
Currency
translation reserve |
| |
Other
reserves |
| |
Retained
earnings |
| |
Total
|
| |
Non-
controlling interest |
| |
Total
equity |
| ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||||||||||||||||||||||||||
Balance at 1 January 2021
|
| | | | | | | | | | 1,419 | | | | | | 289,812 | | | | | | (16,895) | | | | | | 685,913 | | | | | | (36,259) | | | | | | (50,314) | | | | | | 457 | | | | | | (91) | | | | | | — | | | | | | 377,528 | | | | | | 1,251,570 | | | | | | — | | | | | | 1,251,570 | | |
Profit after tax
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 184,821 | | | | | | 184,821 | | | | | | 1,599 | | | | | | 186,420 | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,645 | | | | | | — | | | | | | (2,533) | | | | | | — | | | | | | — | | | | | | 41,112 | | | | | | (337) | | | | | | 40,775 | | |
Total comprehensive income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,645 | | | | | | — | | | | | | (2,533) | | | | | | — | | | | | | 184,821 | | | | | | 225,933 | | | | | | 1,262 | | | | | | 227,195 | | |
Share-based payment reserve – Value of employee services
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 465 | | | | | | — | | | | | | — | | | | | | — | | | | | | 465 | | | | | | — | | | | | | 465 | | |
Purchases of treasury shares
|
| | | | 15 | | | | | | — | | | | | | — | | | | | | (7,336) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,336) | | | | | | — | | | | | | (7,336) | | |
Transfer of treasury shares
|
| | | | 15 | | | | | | — | | | | | | — | | | | | | 937 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 937 | | | | | | — | | | | | | 937 | | |
Dividends paid
|
| | | | 23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (99,507) | | | | | | (99,507) | | | | | | — | | | | | | (99,507) | | |
Acquisition of subsidiary
|
| | | | 24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,575 | | | | | | 12,575 | | |
Others
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,194 | | | | | | (2,194) | | | | | | — | | | | | | — | | | | | | — | | |
Total transactions with owners, recognised directly in equity
|
| | | | | | | | | | — | | | | | | — | | | | | | (6,399) | | | | | | — | | | | | | — | | | | | | — | | | | | | 465 | | | | | | — | | | | | | 2,194 | | | | | | (101,701) | | | | | | (105,441) | | | | | | 12,575 | | | | | | (92,866) | | |
Balance at 31 December 2021
|
| | | | | | | | | | 1,419 | | | | | | 289,812 | | | | | | (23,294) | | | | | | 685,913 | | | | | | (36,259) | | | | | | (6,669) | | | | | | 922 | | | | | | (2,624) | | | | | | 2,194 | | | | | | 460,648 | | | | | | 1,372,062 | | | | | | 13,837 | | | | | | 1,385,899 | | |
| | |
Note
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | | | | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | |
Profit before tax
|
| | | | | |
|
503,964
|
| | | | | 239,648 | | | | | | 186,941 | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | | | | |
– amortisation of intangible assets
|
| | | | | |
|
762
|
| | | | | 610 | | | | | | 546 | | |
– depreciation charge
|
| |
8
|
| | |
|
217,121
|
| | | | | 158,815 | | | | | | 153,653 | | |
– gain on disposal of vessels
|
| |
8
|
| | |
|
(42,374)
|
| | | | | (21,110) | | | | | | (22,932) | | |
– loss/(gain) on derecognition of right-of-use assets (vessels)
|
| | | | | |
|
961
|
| | | | | — | | | | | | (2,536) | | |
– write-back of impairment charge on vessels
|
| |
8
|
| | |
|
—
|
| | | | | (1,470) | | | | | | (31,901) | | |
– remeasurement of equity interest in joint venture
|
| | | | | |
|
—
|
| | | | | — | | | | | | (9,835) | | |
– interest income
|
| | | | | |
|
(10,121)
|
| | | | | (1,941) | | | | | | (3,435) | | |
– interest expense
|
| | | | | |
|
27,304
|
| | | | | 29,773 | | | | | | 38,552 | | |
– other finance expense
|
| | | | | |
|
1,747
|
| | | | | 2,040 | | | | | | 2,249 | | |
– share-based payments
|
| | | | | |
|
1,696
|
| | | | | 1,372 | | | | | | 465 | | |
– share of profit of a joint venture
|
| | | | | |
|
—
|
| | | | | — | | | | | | (2,031) | | |
– finance lease income
|
| | | | | |
|
(278)
|
| | | | | (585) | | | | | | (1,025) | | |
– fair value gain from equity financial asset
|
| | | | | |
|
—
|
| | | | | — | | | | | | (1,995) | | |
| | | | | | |
|
700,782
|
| | | | | 407,152 | | | | | | 306,716 | | |
Changes in working capital: | | | | | | | | | | | | | | | | | | | | | | |
– inventories
|
| | | | | |
|
(52,660)
|
| | | | | (51,210) | | | | | | (39,096) | | |
– trade and other receivables
|
| | | | | |
|
(112,648)
|
| | | | | 111,986 | | | | | | (1,316) | | |
– trade and other payables
|
| | | | | |
|
52,701
|
| | | | | 35,029 | | | | | | 33,158 | | |
– derivative financial instruments
|
| | | | | |
|
(3,061)
|
| | | | | 253 | | | | | | (22,885) | | |
– margin account held with broker
|
| | | | | |
|
(66,384)
|
| | | | | 2,820 | | | | | | 30,874 | | |
Total changes in working capital
|
| | | | | |
|
(182,052)
|
| | | | | 98,878 | | | | | | 735 | | |
Tax paid
|
| |
7(b)
|
| | |
|
(5,367)
|
| | | | | (730) | | | | | | (148) | | |
Net cash from operating activities
|
| | | | | |
|
513,363
|
| | | | | 505,300 | | | | | | 307,303 | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | |
Additions in property, plant and equipment
|
| | | | | |
|
(116,045)
|
| | | | | (46,192) | | | | | | (187,336) | | |
Progress payments for vessel upgrades and dry docks(1)
|
| | | | | |
|
—
|
| | | | | 16,035 | | | | | | 15,967 | | |
Additions in intangible assets
|
| | | | | |
|
(634)
|
| | | | | (103) | | | | | | (475) | | |
Purchase of equity financial asset, at FVPL
|
| | | | | |
|
—
|
| | | | | (21) | | | | | | 27,004 | | |
Proceeds from sale of assets held-for-sale
|
| | | | | |
|
167,588
|
| | | | | 95,415 | | | | | | 143,605 | | |
Proceeds from sale of vessels
|
| | | | | |
|
—
|
| | | | | 87,883 | | | | | | 50,884 | | |
Repayment of loan receivables from a joint venture
|
| | | | | |
|
—
|
| | | | | — | | | | | | 1,900 | | |
Investment in joint venture
|
| | | | | |
|
(301)
|
| | | | | — | | | | | | — | | |
Repayment of finance lease receivables
|
| |
9
|
| | |
|
7,842
|
| | | | | 7,535 | | | | | | 17,266 | | |
Interest received
|
| | | | | |
|
10,118
|
| | | | | 585 | | | | | | 2,270 | | |
Acquisition of subsidiary, net of cash acquired
|
| |
24
|
| | |
|
—
|
| | | | | (48,588) | | | | | | 4,633 | | |
Net cash from investing activities
|
| | | | | |
|
68,568
|
| | | | | 112,549 | | | | | | 75,718 | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from bank borrowings
|
| | | | | |
|
72,070
|
| | | | | 67,243 | | | | | | 218,670 | | |
Payment of financing fees
|
| | | | | |
|
—
|
| | | | | (109) | | | | | | (2,099) | | |
Repayments of bank borrowings
|
| | | | | |
|
(171,659)
|
| | | | | (389,103) | | | | | | (301,323) | | |
Payment of lease liabilities
|
| |
17
|
| | |
|
(93,513)
|
| | | | | (54,181) | | | | | | (48,621) | | |
Interest paid
|
| | | | | |
|
(24,864)
|
| | | | | (24,857) | | | | | | (34,577) | | |
Other finance expense paid
|
| | | | | |
|
(1,652)
|
| | | | | (1,586) | | | | | | (2,275) | | |
Purchase of treasury shares
|
| | | | | |
|
(23,698)
|
| | | | | (26,323) | | | | | | (5,540) | | |
Drawdown of trust receipts
|
| | | | | |
|
1,021,010
|
| | | | | 260,377 | | | | | | 23,994 | | |
Repayment of trust receipts
|
| | | | | |
|
(989,884)
|
| | | | | (306,856) | | | | | | (58,452) | | |
Dividend payment
|
| |
23
|
| | |
|
(405,493)
|
| | | | | (126,705) | | | | | | (99,507) | | |
Dividend payment to non-controlling interests
|
| | | | | |
|
(27,607)
|
| | | | | — | | | | | | — | | |
Contributions from non-controlling interests
|
| |
25
|
| | |
|
—
|
| | | | | 80,000 | | | | | | — | | |
Net cash used in financing activities
|
| | | | | |
|
(645,290)
|
| | | | | (522,100) | | | | | | (309,730) | | |
Net (decrease)/increase in cash and cash equivalents
|
| | | | | |
|
(63,359)
|
| | | | | 95,749 | | | | | | 73,291 | | |
Cash and cash equivalents at beginning of the financial year
|
| | | | | |
|
225,396
|
| | | | | 129,647 | | | | | | 56,356 | | |
Cash and cash equivalents at end of the financial year
|
| |
14
|
| | |
|
162,037
|
| | | | | 225,396 | | | | | | 129,647 | | |
| | |
Borrowings
|
| |
Lease
liabilities |
| |
Interest
rate swaps(1) |
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
At 1 January 2023
|
| | |
|
478,373
|
| | | |
|
227,483
|
| | | |
|
—
|
| |
Cash changes: | | | | | | | | | | | | | | | | | | | |
Proceeds from bank borrowings and trust receipts
|
| | | | 1,093,080 | | | | | | — | | | | | | — | | |
Principal and interest (payments)/receipts
|
| | | | (1,188,352) | | | | | | (100,610) | | | | | | 9,042 | | |
| | | | | (95,272) | | | | | | (100,610) | | | | | | 9,042 | | |
Non-cash changes: | | | | | | | | | | | | | | | | | | | |
Interest expense/(income)
|
| | | | 29,248 | | | | | | 7,098 | | | | | | (9,042) | | |
Changes in fair value of interest rate swaps
|
| | | | — | | | | | | — | | | | | | 679 | | |
Additions to lease liabilities
|
| | | | — | | | | | | 16,095 | | | | | | — | | |
Lease modifications
|
| | | | — | | | | | | 49,625 | | | | | | — | | |
Disposal
|
| | | | — | | | | | | (41,852) | | | | | | — | | |
| | | | | 29,248 | | | | | | 30,966 | | | | | | (8,363) | | |
At 31 December 2023
|
| | | | 412,349 | | | | | | 157,839 | | | | | | 679 | | |
At 1 January 2022
|
| | |
|
742,289
|
| | | |
|
132,540
|
| | | |
|
14,140
|
| |
Cash changes: | | | | | | | | | | | | | | | | | | | |
Proceeds from bank borrowings and trust receipts
|
| | | | 327,511 | | | | | | — | | | | | | — | | |
Principal and interest payments
|
| | | | (712,610) | | | | | | (59,137) | | | | | | (3,250) | | |
| | | | | (385,099) | | | | | | (59,137) | | | | | | (3,250) | | |
Non-cash changes: | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 21,565 | | | | | | 4,956 | | | | | | 3,252 | | |
Changes in fair value of interest rate swaps
|
| | | | — | | | | | | — | | | | | | (14,142) | | |
Additions to lease liabilities
|
| | | | — | | | | | | 16,016 | | | | | | — | | |
Lease modifications
|
| | | | — | | | | | | 42,645 | | | | | | — | | |
Acquisition of subsidiary
|
| | | | 99,618 | | | | | | 90,463 | | | | | | — | | |
| | | | | 121,183 | | | | | | 154,080 | | | | | | (10,890) | | |
At 31 December 2022
|
| | | | 478,373 | | | | | | 227,483 | | | | | | — | | |
At 1 January 2021
|
| | |
|
857,523
|
| | | |
|
188,446
|
| | | |
|
34,235
|
| |
Cash changes: | | | | | | | | | | | | | | | | | | | |
Proceeds from bank borrowings and trust receipts
|
| | | | 240,566 | | | | | | — | | | | | | — | | |
Principal and interest payments
|
| | | | (376,287) | | | | | | (55,110) | | | | | | (11,576) | | |
| | | | | (135,721) | | | | | | (55,110) | | | | | | (11,576) | | |
Non-cash changes: | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 20,487 | | | | | | 6,489 | | | | | | 11,576 | | |
Changes in fair value of interest rate swaps
|
| | | | — | | | | | | — | | | | | | (20,095) | | |
Additions to lease liabilities
|
| | | | — | | | | | | 20,866 | | | | | | — | | |
Derecognition of lease liabilities
|
| | | | — | | | | | | (28,151) | | | | | | — | | |
| | | | | 20,487 | | | | | | (796) | | | | | | (8,519) | | |
At 31 December 2021
|
| | | | 742,289 | | | | | | 132,540 | | | | | | 14,140 | | |
| Vessels | | | 25 years | |
| Dry docking/Scrubbers | | | 2.5 – 5 years | |
| Furniture and fixtures | | | 3 – 5 years | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
(a)
Revenue – Shipping
|
| | | | | | | | | | | | | | | | | | |
– spot voyages
|
| | |
|
1,059,024
|
| | | | | 699,028 | | | | | | 451,329 | | |
– time charter
|
| | |
|
165,496
|
| | | | | 134,304 | | | | | | 178,856 | | |
| | | |
|
1,224,520
|
| | | | | 833,332 | | | | | | 630,185 | | |
(b) Revenue – Product Services | | | | | | | | | | | | | | | | | | | |
– cargo sales
|
| | |
|
1,728,894
|
| | | | | 724,416 | | | | | | 619,806 | | |
– spot voyages
|
| | |
|
36,177
|
| | | | | — | | | | | | — | | |
– derivative (loss)/gain
|
| | |
|
(42,251)
|
| | | | | 376 | | | | | | (8,636) | | |
| | | |
|
1,722,820
|
| | | | | 724,792 | | | | | | 611,170 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Fuel oil consumed
|
| | |
|
204,863
|
| | | | | 221,436 | | | | | | 132,399 | | |
Port charges
|
| | |
|
132,047
|
| | | | | 80,338 | | | | | | 70,854 | | |
Pool distribution expenses
|
| | |
|
130,308
|
| | | | | 14,529 | | | | | | — | | |
Other voyage expenses
|
| | |
|
42,122
|
| | | | | 33,713 | | | | | | 18,967 | | |
Voyage expenses
|
| | |
|
509,340
|
| | | | | 350,016 | | | | | | 222,220 | | |
Cost of cargo and delivery expenses – Product Services
|
| | |
|
1,547,059
|
| | | | | 640,554 | | | | | | 557,183 | | |
Manning costs
|
| | |
|
42,883
|
| | | | | 46,878 | | | | | | 48,213 | | |
Maintenance and repair expenses
|
| | |
|
26,438
|
| | | | | 32,172 | | | | | | 32,736 | | |
Insurance expenses
|
| | |
|
4,694
|
| | | | | 4,146 | | | | | | 4,716 | | |
Other vessel operating expenses
|
| | |
|
8,177
|
| | | | | 10,232 | | | | | | 14,482 | | |
Vessel operating expenses
|
| | |
|
82,192
|
| | | | | 93,428 | | | | | | 100,147 | | |
Employee compensation (note 5)
|
| | |
|
27,541
|
| | | | | 17,647 | | | | | | 18,017 | | |
Directors’ fees
|
| | |
|
378
|
| | | | | 378 | | | | | | 377 | | |
Audit and other attestation fees
|
| | |
|
1,927
|
| | | | | 286 | | | | | | 241 | | |
Other general and administrative expenses
|
| | |
|
26,927
|
| | | | | 13,605 | | | | | | 13,947 | | |
General and administrative expenses
|
| | |
|
56,773
|
| | | | | 31,916 | | | | | | 32,582 | | |
Time charter-in expenses (short-term)
|
| | |
|
7,942
|
| | | | | 8,060 | | | | | | 6,572 | | |
Time charter-in expenses (variable payments)
|
| | |
|
22,770
|
| | | | | 8,367 | | | | | | 2,837 | | |
Charter hire expenses
|
| | |
|
30,712
|
| | | | | 16,427 | | | | | | 9,409 | | |
Time charter contracts (non-lease components)
|
| | |
|
20,350
|
| | | | | 19,506 | | | | | | 14,427 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Wages and salaries
|
| | |
|
24,910
|
| | | | | 15,857 | | | | | | 16,970 | | |
Share-based payments – equity settled
|
| | |
|
1,900
|
| | | | | 1,372 | | | | | | 631 | | |
Post-employment benefits – contributions to defined contribution plans
|
| | |
|
731
|
| | | | | 418 | | | | | | 416 | | |
| | | |
|
27,541
|
| | | | | 17,647 | | | | | | 18,017 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Net profit attributable to equity holders of the Company (US$’000)
|
| | |
|
469,957
|
| | | | | 227,396 | | | | | | 184,821 | | |
Weighted average number of common shares outstanding (‘000)(1)
|
| | |
|
133,034
|
| | | | | 135,416 | | | | | | 138,951 | | |
Basic and diluted earnings per share (US$ per share)
|
| | |
|
3.53
|
| | | | | 1.68 | | | | | | 1.33 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Tax expense attributable to profit is made up of: | | | | | | | | | | | | | | | | | | | |
– profit for the financial year: | | | | | | | | | | | | | | | | | | | |
current income tax
|
| | |
|
10,461
|
| | | | | 1,315 | | | | | | 563 | | |
– under/(over) provision in prior financial years: | | | | | | | | | | | | | | | | | | | |
current income tax
|
| | |
|
250
|
| | | | | 349 | | | | | | (42) | | |
– reversal/(recognition) of deferred tax assets | | | | | | | | | | | | | | | | | | | |
current income tax
|
| | |
|
254
|
| | | | | (593) | | | | | | — | | |
| | | |
|
10,965
|
| | | | | 1,071 | | | | | | 521 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
At beginning of the financial year
|
| | |
|
2,489
|
| | | | | 1,231 | | | | | | 995 | | |
Income tax expense
|
| | |
|
10,711
|
| | | | | 1,664 | | | | | | 521 | | |
Income tax paid
|
| | |
|
(5,367)
|
| | | | | (730) | | | | | | (148) | | |
Acquisition of subsidiary (note 24)
|
| | |
|
—
|
| | | | | 66 | | | | | | — | | |
Currency effects
|
| | |
|
288
|
| | | | | 258 | | | | | | (137) | | |
At end of the financial year
|
| | |
|
8,121
|
| | | | | 2,489 | | | | | | 1,231 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
At beginning of the financial year
|
| | |
|
6,720
|
| | | | | — | | | | | | — | | |
Tax (charged)/credited to profit for the financial year
|
| | |
|
(254)
|
| | | | | 593 | | | | | | — | | |
Acquisition of subsidiary (note 24)
|
| | |
|
—
|
| | | | | 5,919 | | | | | | — | | |
Currency effects
|
| | |
|
389
|
| | | | | 208 | | | | | | — | | |
At end of the financial year
|
| | |
|
6,855
|
| | | | | 6,720 | | | | | | — | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Profit before tax
|
| | |
|
503,964
|
| | | | | 239,648 | | | | | | 186,941 | | |
Tax calculated at a tax rate of 0% (2022: 0%)
|
| | |
|
—
|
| | | | | — | | | | | | — | | |
Effects of different tax rates in other countries
|
| | |
|
10,711
|
| | | | | 1,664 | | | | | | 521 | | |
Utilisation of tax losses
|
| | |
|
254
|
| | | | | — | | | | | | — | | |
Recognition of unutilised tax losses
|
| | |
|
—
|
| | | | | (593) | | | | | | — | | |
Income tax expense
|
| | |
|
10,965
|
| | | | | 1,071 | | | | | | 521 | | |
| | |
Vessels
|
| |
Dry
docking |
| |
Furniture
and fixtures |
| |
Right-of-use
assets (Vessels) |
| |
Total
|
| |||||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 1 January 2023
|
| | | | 1,953,789 | | | | | | 55,121 | | | | | | 817 | | | | | | 364,156 | | | | | | 2,373,883 | | |
Additions
|
| | | | 102,021 | | | | | | 13,931 | | | | | | 93 | | | | | | 16,095 | | | | | | 132,140 | | |
Lease modifications
|
| | | | — | | | | | | — | | | | | | — | | | | | | 49,625 | | | | | | 49,625 | | |
Disposals
|
| | | | — | | | | | | — | | | | | | — | | | | | | (98,493) | | | | | | (98,493) | | |
Reclassification(1) | | | | | 5,500 | | | | | | — | | | | | | — | | | | | | (5,500) | | | | | | — | | |
Reclassified to assets held-for-sale (note 12)
|
| | | | (128,897) | | | | | | (6,106) | | | | | | — | | | | | | — | | | | | | (135,003) | | |
Write off on completion of dry docking costs
|
| | | | — | | | | | | (10,872) | | | | | | — | | | | | | — | | | | | | (10,872) | | |
At 31 December 2023
|
| | | | 1,932,413 | | | | | | 52,074 | | | | | | 910 | | | | | | 325,883 | | | | | | 2,311,280 | | |
Accumulated depreciation and impairment charge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 1 January 2023
|
| | | | 465,559 | | | | | | 23,179 | | | | | | 510 | | | | | | 114,679 | | | | | | 603,927 | | |
Depreciation charge
|
| | | | 88,724 | | | | | | 13,173 | | | | | | 123 | | | | | | 115,101 | | | | | | 217,121 | | |
Disposals
|
| | | | — | | | | | | — | | | | | | — | | | | | | (55,681) | | | | | | (55,681) | | |
Reclassified to assets held-for-sale (note 12)
|
| | | | (50,543) | | | | | | (1,819) | | | | | | — | | | | | | — | | | | | | (52,362) | | |
Write off on completion of dry docking costs
|
| | | | — | | | | | | (10,872) | | | | | | — | | | | | | — | | | | | | (10,872) | | |
At 31 December 2023
|
| | | | 503,740 | | | | | | 23,661 | | | | | | 633 | | | | | | 174,099 | | | | | | 702,133 | | |
Net book value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 31 December 2023
|
| | | | 1,428,673 | | | | | | 28,413 | | | | | | 277 | | | | | | 151,784 | | | | | | 1,609,147 | | |
| | |
Vessels
|
| |
Dry
docking |
| |
Furniture
and fixtures |
| |
Right-of-use
assets (Vessels) |
| |
Total
|
| |||||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 1 January 2022
|
| | | | 2,267,087 | | | | | | 63,614 | | | | | | 555 | | | | | | 176,659 | | | | | | 2,507,915 | | |
Additions
|
| | | | 33,734 | | | | | | 12,347 | | | | | | 111 | | | | | | 16,016 | | | | | | 62,208 | | |
Acquisition of subsidiary (note 25)
|
| | | | — | | | | | | — | | | | | | 151 | | | | | | 123,336 | | | | | | 123,487 | | |
Lease modifications
|
| | | | — | | | | | | — | | | | | | — | | | | | | 48,145 | | | | | | 48,145 | | |
Disposals
|
| | | | (141,530) | | | | | | (5,418) | | | | | | — | | | | | | — | | | | | | (146,948) | | |
Reclassified to assets held-for-sale (note 12)
|
| | | | (209,049) | | | | | | (5,356) | | | | | | — | | | | | | — | | | | | | (214,405) | | |
Write off on completion of dry docking costs
|
| | | | — | | | | | | (10,180) | | | | | | — | | | | | | — | | | | | | (10,180) | | |
Currency effects
|
| | | | 3,547 | | | | | | 114 | | | | | | — | | | | | | — | | | | | | 3,661 | | |
At 31 December 2022
|
| | | | 1,953,789 | | | | | | 55,121 | | | | | | 817 | | | | | | 364,156 | | | | | | 2,373,883 | | |
Accumulated depreciation and impairment charge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 1 January 2022
|
| | | | 510,553 | | | | | | 28,463 | | | | | | 478 | | | | | | 68,923 | | | | | | 608,417 | | |
Depreciation charge
|
| | | | 99,590 | | | | | | 11,967 | | | | | | 32 | | | | | | 47,226 | | | | | | 158,815 | | |
Disposals
|
| | | | (63,118) | | | | | | (2,909) | | | | | | — | | | | | | — | | | | | | (66,027) | | |
Write-back of impairment charge
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,470) | | | | | | (1,470) | | |
Reclassified to assets held-for-sale (note 12)
|
| | | | (81,590) | | | | | | (4,205) | | | | | | — | | | | | | — | | | | | | (85,795) | | |
Write off on completion of dry docking costs
|
| | | | — | | | | | | (10,180) | | | | | | — | | | | | | — | | | | | | (10,180) | | |
Currency effects
|
| | | | 124 | | | | | | 43 | | | | | | — | | | | | | — | | | | | | 167 | | |
At 31 December 2022
|
| | | | 465,559 | | | | | | 23,179 | | | | | | 510 | | | | | | 114,679 | | | | | | 603,927 | | |
Net book value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 31 December 2022
|
| | | | 1,488,230 | | | | | | 31,942 | | | | | | 307 | | | | | | 249,477 | | | | | | 1,769,956 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
At beginning of the financial year
|
| | |
|
10,526
|
| | | | | 18,061 | | |
Repayments
|
| | |
|
(7,842)
|
| | | | | (7,535) | | |
At end of the financial year
|
| | |
|
2,684
|
| | | | | 10,526 | | |
| | |
Less than
1 year |
| |
Between 1
and 2 years |
| |
Between 2
and 3 years |
| |
Total
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
At 31 December 2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
Undiscounted lease receivables
|
| | | | 2,707 | | | | | | — | | | | | | — | | | | | | 2,707 | | |
Less: Unearned finance income
|
| | | | (23) | | | | | | — | | | | | | — | | | | | | (23) | | |
| | | | | 2,684 | | | | | | — | | | | | | — | | | | | | 2,684 | | |
At 31 December 2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
Undiscounted lease receivables
|
| | | | 8,120 | | | | | | 2,707 | | | | | | — | | | | | | 10,827 | | |
Less: Unearned finance income
|
| | | | (278) | | | | | | (23) | | | | | | — | | | | | | (301) | | |
| | | | | 7,842 | | | | | | 2,684 | | | | | | — | | | | | | 10,526 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Fuel oil and LPG, at cost
|
| | |
|
39,192
|
| | | | | 39,887 | | |
LPG, held for trading
|
| | |
|
149,400
|
| | | | | 96,045 | | |
| | | |
|
188,592
|
| | | | | 135,932 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Trade receivables – non-related parties
|
| | |
|
286,474
|
| | | | | 176,511 | | |
Other receivables – non-related parties
|
| | |
|
24,560
|
| | | | | 24,144 | | |
Other receivables – related parties(1)
|
| | |
|
2,176
|
| | | | | 1,614 | | |
| | | |
|
313,210
|
| | | | | 202,269 | | |
Prepayments
|
| | |
|
15,234
|
| | | | | 11,193 | | |
| | | |
|
328,444
|
| | | | | 213,462 | | |
Non-current
|
| | |
|
13,206
|
| | | | | 15,869 | | |
Current
|
| | |
|
315,238
|
| | | | | 197,593 | | |
| | | |
|
328,444
|
| | | | | 213,462 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
At beginning of the financial year
|
| | |
|
86,869
|
| | | | | 39,027 | | |
Reclassified from property, plant and equipment (note 8)
|
| | |
|
82,641
|
| | | | | 128,610 | | |
Disposals
|
| | |
|
(125,214)
|
| | | | | (80,768) | | |
At end of the financial year
|
| | |
|
44,296
|
| | | | | 86,869 | | |
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
Assets
|
| |
Liabilities
|
| |
Assets
|
| |
Liabilities
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
Interest rate swaps
|
| | |
|
11,002
|
| | | |
|
—
|
| | | | | 23,806 | | | | | | — | | |
Forward freight agreements and related bunker swaps
|
| | |
|
2,188
|
| | | |
|
(46,391)
|
| | | | | 5,790 | | | | | | (8,942) | | |
Commodity contracts and derivatives
|
| | |
|
34,821
|
| | | |
|
(44,234)
|
| | | | | 17,684 | | | | | | (32,061) | | |
Forward foreign exchange contracts and foreign exchange
|
| | |
|
74
|
| | | |
|
(268)
|
| | | | | — | | | | | | (77) | | |
| | | |
|
48,085
|
| | | |
|
(90,893)
|
| | | | | 47,280 | | | | | | (41,080) | | |
Non-current
|
| | |
|
11,002
|
| | | |
|
(679)
|
| | | | | 23,806 | | | | | | (929) | | |
Current
|
| | |
|
37,083
|
| | | |
|
(90,214)
|
| | | | | 23,474 | | | | | | (40,151) | | |
| | | |
|
48,085
|
| | | |
|
(90,893)
|
| | | | | 47,280 | | | | | | (41,080) | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Cash and cash equivalents per consolidated balance sheet
|
| | |
|
287,545
|
| | | | | 284,516 | | |
Less: Margin accounts held with brokers(1)
|
| | |
|
(125,508)
|
| | | | | (59,120) | | |
Cash and cash equivalents per consolidated statement of cash flows
|
| | |
|
162,037
|
| | | | | 225,396 | | |
| | |
Number of shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |
2023
|
| |
2022
|
| |
2021
|
| ||||||||||||||||||
| | |
‘000
|
| |
‘000
|
| |
‘000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||||||||
Balance as at 1 January
|
| | |
|
8,558
|
| | | | | 5,001 | | | | | | 3,842 | | | | |
|
47,631
|
| | | | | 23,294 | | | | | | 16,895 | | |
Transfer of treasury shares
|
| | |
|
(470)
|
| | | | | (923) | | | | | | (213) | | | | |
|
(2,676)
|
| | | | | (3,324) | | | | | | (937) | | |
Purchases of treasury shares
|
| | |
|
2,777
|
| | | | | 4,480 | | | | | | 1,372 | | | | |
|
23,698
|
| | | | | 27,661 | | | | | | 7,336 | | |
Cancellation of treasury shares
|
| | |
|
(1,939)
|
| | | | | — | | | | | | — | | | | |
|
(12,215)
|
| | | | | — | | | | | | — | | |
Balance as at 31 December
|
| | |
|
8,926
|
| | | | | 8,558 | | | | | | 5,001 | | | | |
|
56,438
|
| | | | | 47,631 | | | | | | 23,294 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Bank borrowings
|
| | |
|
324,902
|
| | | | | 421,325 | | |
Trust receipts
|
| | |
|
84,263
|
| | | | | 53,138 | | |
Interest payable
|
| | |
|
3,184
|
| | | | | 3,910 | | |
| | | |
|
412,349
|
| | | | | 478,373 | | |
Non-current
|
| | |
|
199,917
|
| | | | | 362,220 | | |
Current
|
| | |
|
212,432
|
| | | | | 116,153 | | |
| | | |
|
412,349
|
| | | | | 478,373 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
At beginning of financial year
|
| | |
|
227,483
|
| | | | | 132,540 | | |
Additions
|
| | |
|
16,095
|
| | | | | 16,016 | | |
Acquisition of subsidiary (note 24)
|
| | |
|
—
|
| | | | | 90,463 | | |
Lease modifications
|
| | |
|
49,625
|
| | | | | 42,645 | | |
Disposals
|
| | |
|
(41,851)
|
| | | | | — | | |
Repayments
|
| | |
|
(93,513)
|
| | | | | (54,181) | | |
At end of financial year
|
| | |
|
157,839
|
| | | | | 227,483 | | |
Non-current
|
| | |
|
78,363
|
| | | | | 106,281 | | |
Current
|
| | |
|
79,476
|
| | | | | 121,202 | | |
| | | |
|
157,839
|
| | | | | 227,483 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Trade payables – non-related parties
|
| | |
|
222,005
|
| | | | | 165,859 | | |
Other payables – non-related parties
|
| | |
|
246
|
| | | | | 196 | | |
Other payables – related parties(1)
|
| | |
|
264
|
| | | | | 409 | | |
Charter hire received in advance
|
| | |
|
3,846
|
| | | | | 2,825 | | |
Other accrued operating expenses
|
| | |
|
38,739
|
| | | | | 44,598 | | |
| | | |
|
265,100
|
| | | | | 213,887 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Charter hire expense charged by related party(1)
|
| | |
|
—
|
| | | | | 2,808 | | | | | | — | | |
Corporate service fees charged by related parties(1)
|
| | |
|
6,615
|
| | | | | 6,865 | | | | | | 6,731 | | |
Ship management fees charged by related parties(1)
|
| | |
|
1,272
|
| | | | | 1,258 | | | | | | 1,501 | | |
Corporate service fees charged to related parties(1)
|
| | |
|
—
|
| | | | | 242 | | | | | | 181 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Salaries and other short-term employee benefits
|
| | |
|
3,333
|
| | | | | 3,191 | | | | | | 3,252 | | |
Post-employment benefits – contributions to defined contribution plans and share-based payment
|
| | |
|
1,859
|
| | | | | 1,237 | | | | | | 533 | | |
Directors’ fees
|
| | |
|
376
|
| | | | | 376 | | | | | | 377 | | |
| | | |
|
5,568
|
| | | | | 4,804 | | | | | | 4,162 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Less than one year
|
| | |
|
81,375
|
| | | | | 138,567 | | |
Two to five years
|
| | |
|
69,259
|
| | | | | 6,176 | | |
| | | |
|
150,634
|
| | | | | 144,743 | | |
| | |
Less than
1 year |
| |
Between 1
and 2 years |
| |
Between 2
and 5 years |
| |
Over 5 years
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
At 31 December 2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | 261,254 | | | | | | — | | | | | | — | | | | | | — | | |
Bank borrowings
|
| | | | 118,800 | | | | | | 61,554 | | | | | | 164,471 | | | | | | 718 | | |
Trust receipts
|
| | | | 84,263 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 84,662 | | | | | | 42,263 | | | | | | 34,784 | | | | | | 6,103 | | |
| | | | | 548,979 | | | | | | 103,817 | | | | | | 199,255 | | | | | | 6,821 | | |
At 31 December 2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | 211,062 | | | | | | — | | | | | | — | | | | | | — | | |
Bank borrowings
|
| | | | 79,684 | | | | | | 77,964 | | | | | | 325,360 | | | | | | 27,134 | | |
Trust receipts
|
| | | | 53,138 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 127,825 | | | | | | 45,676 | | | | | | 54,869 | | | | | | 13,664 | | |
| | | | | 471,709 | | | | | | 123,640 | | | | | | 380,229 | | | | | | 40,798 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Equity financial assets, at FVPL
|
| | |
|
3,271
|
| | | | | 3,271 | | |
Derivative assets measured at fair value
|
| | |
|
48,085
|
| | | | | 47,280 | | |
Derivative liabilities measured at fair value
|
| | |
|
(90,893)
|
| | | | | (41,080) | | |
Financial assets at amortised cost
|
| | |
|
497,401
|
| | | | | 427,637 | | |
Financial liabilities at amortised cost
|
| | |
|
(663,609)
|
| | | | | (677,292) | | |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity financial assets, at FVPL
|
| | | | — | | | | | | — | | | | | | 3,271 | | | | | | 3,271 | | |
Derivative financial instruments
|
| | | | — | | | | | | 48,085 | | | | | | — | | | | | | 48,085 | | |
Total assets
|
| | | | — | | | | | | 48,085 | | | | | | 3,271 | | | | | | 51,356 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial instruments
|
| | | | — | | | | | | 90,893 | | | | | | — | | | | | | 90,893 | | |
Total liabilities
|
| | | | — | | | | | | 90,893 | | | | | | — | | | | | | 90,893 | | |
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity financial assets, at FVPL
|
| | | | — | | | | | | — | | | | | | 3,271 | | | | | | 3,271 | | |
Derivative financial instruments
|
| | | | — | | | | | | 47,280 | | | | | | — | | | | | | 47,280 | | |
Total assets
|
| | | | — | | | | | | 47,280 | | | | | | 3,271 | | | | | | 50,551 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial instruments
|
| | | | — | | | | | | 41,080 | | | | | | — | | | | | | 41,080 | | |
Total liabilities
|
| | | | — | | | | | | 41,080 | | | | | | — | | | | | | 41,080 | | |
| | |
Gross
amounts of recognised financial instruments |
| |
Gross
amounts of recognised financial instruments offset in the balance sheet |
| |
Net
amounts of financial instruments included in the balance sheet |
| |
Related
financial instruments that are not offset |
| |
Net amount
|
| |||||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward freight agreements and related bunker swaps (note 13)
|
| | | | 4,168 | | | | | | (1,980) | | | | | | 2,188 | | | | | | — | | | | | | 2,188 | | |
Commodity contracts (note 13)
|
| | | | 34,821 | | | | | | — | | | | | | 34,821 | | | | | | — | | | | | | 34,821 | | |
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward freight agreements and related bunker swaps (note 13)
|
| | | | (59,447) | | | | | | 13,056 | | | | | | (46,391) | | | | | | — | | | | | | (46,391) | | |
Commodity contracts (note 13)
|
| | | | (135,716) | | | | | | 91,482 | | | | | | (44,234) | | | | | | — | | | | | | (44,234) | | |
| | |
Gross
amounts of recognised financial instruments |
| |
Gross
amounts of recognised financial instruments offset in the balance sheet |
| |
Net
amounts of financial instruments included in the balance sheet |
| |
Related
financial instruments that are not offset |
| |
Net amount
|
| |||||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||
2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward freight agreements and related bunker swaps (note 13)
|
| | | | 17,705 | | | | | | (11,915) | | | | | | 5,790 | | | | | | — | | | | | | 5,790 | | |
Commodity contracts (note 13)
|
| | | | 32,399 | | | | | | (14,715) | | | | | | 17,684 | | | | | | — | | | | | | 17,684 | | |
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward freight agreements and related bunker swaps (note 13)
|
| | | | (34,922) | | | | | | 25,980 | | | | | | (8,942) | | | | | | — | | | | | | (8,942) | | |
Commodity contracts (note 13)
|
| | | | (47,935) | | | | | | 15,874 | | | | | | (32,061) | | | | | | — | | | | | | (32,061) | | |
| | |
Shipping
|
| |
Product
Services |
| |
Inter-segment
elimination |
| |
Total
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from spot voyages
|
| | | | 1,059,024 | | | | | | — | | | | | | — | | | | | | 1,059,024 | | |
Inter-segment revenue
|
| | | | 175,528 | | | | | | — | | | | | | (175,528) | | | | | | — | | |
Voyage expenses
|
| | | | (509,340) | | | | | | — | | | | | | — | | | | | | (509,340) | | |
Inter-segment expense
|
| | | | (112,211) | | | | | | — | | | | | | 112,211 | | | | | | — | | |
Net income from spot voyages
|
| | | | 613,001 | | | | | | — | | | | | | (63,317) | | | | | | 549,684 | | |
Revenue from time charter voyages
|
| | | | 184,494 | | | | | | — | | | | | | (18,998) | | | | | | 165,496 | | |
TCE income – Shipping(1)
|
| | | | 797,495 | | | | |
|
—
|
| | | | | (82,315) | | | | | | 715,180 | | |
Revenue from Product Services
|
| | | | — | | | | | | 1,722,820 | | | | | | — | | | | | | 1,722,820 | | |
Inter-segment revenue
|
| | | | — | | | | | | 112,211 | | | | | | (112,211) | | | | | | — | | |
Cost of cargo and delivery expenses
|
| | | | — | | | | | | (1,547,059) | | | | | | — | | | | | | (1,547,059) | | |
Inter-segment expense
|
| | | | — | | | | | | (194,526) | | | | | | 194,526 | | | | | | — | | |
Depreciation
|
| | | | — | | | | | | (67,609) | | | | | | — | | | | | | (67,609) | | |
Gross profit – Product Services(2)
|
| | | | — | | | | | | 25,837 | | | | | | 82,315 | | | | | | 108,152 | | |
Segment results
|
| | | | 797,495 | | | | | | 25,837 | | | | | | — | | | | | | 823,332 | | |
Depreciation
|
| | | | (149,512) | | | | | | — | | | | | | | | | | | | | | |
Amortisation
|
| | | | (699) | | | | | | (63) | | | | | | | | | | | | | | |
Loss on derecognition of right-of-use assets (vessels)
|
| | | | (961) | | | | | | — | | | | | | | | | | | | | | |
Gain on disposal of assets
|
| | | | 42,374 | | | | | | — | | | | | | | | | | | | | | |
| | |
Shipping
|
| |
Product
Services |
| |
Inter-segment
elimination |
| |
Total
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from spot voyages
|
| | | | 699,028 | | | | | | — | | | | | | — | | | | | | 699,028 | | |
Inter-segment revenue
|
| | | | 87,328 | | | | | | — | | | | | | (87,328) | | | | | | — | | |
Voyage expenses
|
| | | | (350,016) | | | | | | — | | | | | | — | | | | | | (350,016) | | |
Inter-segment expense
|
| | | | (2,983) | | | | | | — | | | | | | 2,983 | | | | | | — | | |
Net income from spot voyages
|
| | | | 433,357 | | | | | | — | | | | | | (84,345) | | | | | | 349,012 | | |
Revenue from time charter voyages
|
| | | | 134,304 | | | | | | — | | | | | | — | | | | | | 134,304 | | |
TCE income – Shipping(1)
|
| | | | 567,661 | | | | |
|
—
|
| | | | | (84,345) | | | | | | 483,316 | | |
Revenue from Product Services
|
| | | | — | | | | | | 724,792 | | | | | | — | | | | | | 724,792 | | |
Inter-segment revenue
|
| | | | — | | | | | | 2,983 | | | | | | (2,983) | | | | | | — | | |
Cost of cargo and delivery expenses
|
| | | | — | | | | | | (640,554) | | | | | | — | | | | | | (640,554) | | |
Inter-segment expense
|
| | | | — | | | | | | (87,328) | | | | | | 87,328 | | | | | | — | | |
Depreciation
|
| | | | — | | | | | | (3,414) | | | | | | — | | | | | | (3,414) | | |
Gross (loss)/profit – Product Services(2)
|
| | | | — | | | | | | (3,521) | | | | | | 84,345 | | | | |
|
80,824
|
| |
Segment results
|
| | |
|
567,661
|
| | | |
|
(3,521)
|
| | | |
|
—
|
| | | | | 564,140 | | |
Depreciation
|
| | | | (155,401) | | | | | | — | | | | | | | | | | | | | | |
Amortisation
|
| | | | (610) | | | | | | — | | | | | | | | | | | | | | |
Write-back of impairment
|
| | | | 1,470 | | | | | | — | | | | | | | | | | | | | | |
Gain on disposal of assets
|
| | | | 21,110 | | | | | | — | | | | | | | | | | | | | | |
| | |
Shipping
|
| |
Product
Services |
| |
Inter-segment
elimination |
| |
Total
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from spot voyages
|
| | | | 451,329 | | | | | | — | | | | | | — | | | | | | 451,329 | | |
Inter-segment revenue
|
| | | | 57,345 | | | | | | — | | | | | | (57,345) | | | | | | — | | |
Voyage expenses
|
| | | | (222,220) | | | | | | — | | | | | | — | | | | | | (222,220) | | |
Net income from spot voyages
|
| | | | 286,454 | | | | | | — | | | | | | (57,345) | | | | | | 229,109 | | |
Revenue from time charter voyages
|
| | | | 178,856 | | | | | | — | | | | | | — | | | | | | 178,856 | | |
TCE income – Shipping(1)
|
| | | | 465,310 | | | | | | — | | | | | | (57,345) | | | | | | 407,965 | | |
Revenue from Product Services
|
| | | | — | | | | | | 611,170 | | | | | | — | | | | | | 611,170 | | |
Cost of cargo and delivery expenses
|
| | | | — | | | | | | (557,183) | | | | | | — | | | | | | (557,183) | | |
Inter-segment expense
|
| | | | — | | | | | | (57,345) | | | | | | 57,345 | | | | | | — | | |
Depreciation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gross (loss)/profit – Product Services(2)
|
| | |
|
—
|
| | | | | (3,358) | | | | | | 57,345 | | | | | | 53,987 | | |
Segment results
|
| | | | 465,310 | | | | | | (3,358) | | | | | | — | | | | | | 461,952 | | |
Depreciation
|
| | | | (153,653) | | | | | | — | | | | | | | | | | | | | | |
Amortisation
|
| | | | (546) | | | | | | — | | | | | | | | | | | | | | |
Write-back of impairment
|
| | | | 31,901 | | | | | | — | | | | | | | | | | | | | | |
Gain on disposal of assets
|
| | | | 25,468 | | | | | | — | | | | | | | | | | | | | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Total segment results for reportable segments
|
| | |
|
823,332
|
| | | | | 564,140 | | | | | | 461,952 | | |
Vessel operating expenses
|
| | |
|
(82,192)
|
| | | | | (93,428) | | | | | | (100,147) | | |
Time charter contracts (non-lease components)
|
| | |
|
(20,350)
|
| | | | | (19,506) | | | | | | (14,427) | | |
General and administrative expenses
|
| | |
|
(56,773)
|
| | | | | (31,916) | | | | | | (32,582) | | |
Charter hire expenses
|
| | |
|
(30,712)
|
| | | | | (16,427) | | | | | | (9,409) | | |
Fair value gain from equity financial asset
|
| | |
|
—
|
| | | | | — | | | | | | 1,995 | | |
Finance lease income
|
| | |
|
278
|
| | | | | 585 | | | | | | 1,025 | | |
Other operating income – net
|
| | |
|
(993)
|
| | | | | 815 | | | | | | 3,296 | | |
Depreciation – Shipping segment
|
| | |
|
(149,512)
|
| | | | | (155,401) | | | | | | (153,653) | | |
Amortisation
|
| | |
|
(762)
|
| | | | | (610) | | | | | | (546) | | |
Write-back of impairment charge
|
| | |
|
—
|
| | | | | 1,470 | | | | | | 31,901 | | |
Gain on disposal of assets
|
| | |
|
42,374
|
| | | | | 21,110 | | | | | | 25,468 | | |
Remeasurement of equity interest in joint venture
|
| | |
|
—
|
| | | | | — | | | | | | 9,835 | | |
Loss on derecognition of right-of-use assets (vessels)
|
| | |
|
(961)
|
| | | | | — | | | | | | — | | |
Finance expenses – net
|
| | |
|
(19,765)
|
| | | | | (31,184) | | | | | | (38,652) | | |
Share of profit of a joint venture
|
| | | | | | | | | | | | | | | | 2,031 | | |
Other expenses
|
| | |
|
—
|
| | | | | — | | | | | | (1,146) | | |
Income tax expense
|
| | |
|
(10,965)
|
| | | | | (1,071) | | | | | | (521) | | |
Profit after tax
|
| | |
|
492,999
|
| | | | | 238,577 | | | | | | 186,420 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
US$’000
|
| |
US$’000
|
| ||||||
Final dividend paid in respect of FY 2022 of US$0.52 (2022: in respect of FY 2021 of
US$0.18) per share |
| | |
|
68,731
|
| | | | | 24,182 | | |
Interim dividend paid in respect of Q1 2023 of US$0.95 (2022: in respect of Q1 2022 of US$0.31) per share
|
| | |
|
125,734
|
| | | | | 42,072 | | |
Interim dividend paid in respect of Q2 2023 of US$0.81 (2022: in respect of Q2 2022 of US$0.20) per share
|
| | |
|
106,127
|
| | | | | 26,528 | | |
Interim dividend paid in respect of Q3 2023 of US$0.80 (2022: in respect of Q3 2022 of US$0.25) per share
|
| | |
|
104,901
|
| | | | | 33,923 | | |
| | | |
|
405,493
|
| | | | | 126,705 | | |
| | |
US$’000
|
| |||
Purchase consideration
|
| | |
|
53,438
|
| |
Non-controlling interest(1)
|
| | |
|
10,327
|
| |
Less: Fair value of identifiable net assets acquired
|
| | |
|
(63,765)
|
| |
Goodwill
|
| | |
|
—
|
| |
| | |
US$’000
|
| |||
Cash paid
|
| | |
|
51,138
|
| |
Less: cash and cash equivalents in subsidiary acquired net of restricted cash
|
| | |
|
(2,550)
|
| |
Cash outflow on acquisition
|
| | |
|
48,588
|
| |
| | |
US$’000
|
| |||
Cash and cash equivalents
|
| | |
|
61,464
|
| |
Right-of-use assets (vessels)
|
| | |
|
123,336
|
| |
Derivatives financial instruments
|
| | |
|
683
|
| |
Derivatives financial instruments (commodity contracts)
|
| | |
|
16,303
|
| |
Inventories
|
| | |
|
30,138
|
| |
Trade and other receivables
|
| | |
|
150,812
|
| |
Deferred tax assets
|
| | |
|
5,919
|
| |
Other assets
|
| | |
|
94
|
| |
Total assets
|
| | |
|
388,749
|
| |
Trade and other payables
|
| | |
|
(94,987)
|
| |
Borrowings
|
| | |
|
(99,618)
|
| |
Lease liabilities
|
| | |
|
(90,463)
|
| |
Derivative financial instruments
|
| | |
|
(39,850)
|
| |
Current income tax
|
| | |
|
(66)
|
| |
Total liabilities
|
| | |
|
(324,984)
|
| |
Total identifiable net assets
|
| | |
|
63,765
|
| |
Less: Non-controlling interest
|
| | |
|
(10,327)
|
| |
| | | | | 53,438 | | |
| | |
US$’000
|
| |||
Purchase consideration – Conversion of loans receivable to equity
|
| | |
|
80,565
|
| |
Non-controlling interest(1)
|
| | |
|
12,575
|
| |
Fair value of existing interest in joint venture
|
| | |
|
15,254
|
| |
Less: Fair value of identifiable net assets acquired
|
| | |
|
(108,394)
|
| |
Goodwill
|
| | |
|
—
|
| |
| | |
US$’000
|
| |||
Fair value of existing interest in joint venture
|
| | |
|
15,254
|
| |
Carrying amount of interest in joint venture
|
| | |
|
(5,419)
|
| |
Remeasurement of equity interest in joint venture(1)
|
| | |
|
9,835
|
| |
Acquisition related costs(2)
|
| | |
|
(1,146)
|
| |
Net gain on acquisition
|
| | |
|
8,689
|
| |
| | |
US$’000
|
| |||
Cash paid
|
| | |
|
—
|
| |
Less: cash and cash equivalents in subsidiary acquired
|
| | |
|
(4,633)
|
| |
Cash inflow on acquisition
|
| | |
|
(4,633)
|
| |
| | |
US$’000
|
| |||
Cash and cash equivalents
|
| | |
|
4,633
|
| |
Vessels and dry docking (note 8)
|
| | |
|
197,000
|
| |
Inventories
|
| | |
|
431
|
| |
Trade and other receivables
|
| | |
|
8,455
|
| |
Total assets
|
| | |
|
210,519
|
| |
Trade and other payables
|
| | |
|
(1,213)
|
| |
Borrowings
|
| | |
|
(100,912)
|
| |
Total liabilities
|
| | |
|
(102,125)
|
| |
Total identifiable net assets
|
| | |
|
108,394
|
| |
Less: Non-controlling interest at fair value
|
| | |
|
(12,575)
|
| |
| | | | | 95,819 | | |
| | |
BW India
|
| |
BW Product Services
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | |
|
27,935
|
| | | | | 36,874 | | | | |
|
431,420
|
| | | | | 329,485 | | |
Includes | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
|
15,882
|
| | | | | 12,216 | | | | |
|
77,980
|
| | | | | 77,829 | | |
Non-current assets
|
| | |
|
347,933
|
| | | | | 337,868 | | | | |
|
75,727
|
| | | | | 120,085 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | |
|
33,901
|
| | | | | 33,861 | | | | |
|
402,789
|
| | | | | 326,246 | | |
Includes | | | | | | | | | | | | | | | | | | | | | | | | | |
Borrowings
|
| | |
|
27,929
|
| | | | | 27,957 | | | | |
|
138,380
|
| | | | | 110,260 | | |
Non-current liabilities (Borrowings)
|
| | |
|
112,473
|
| | | | | 139,007 | | | | |
|
40,815
|
| | | | | 62,231 | | |
Net assets
|
| | |
|
229,494
|
| | | | | 201,874 | | | | |
|
63,543
|
| | | | | 61,093 | | |
| | |
BW India
|
| |
BW Product Services
|
| ||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |
2023
|
| |
2022
|
| |||||||||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||||||||
TCE income
|
| | |
|
118,999
|
| | | | | 92,561 | | | | | | 43,612 | | | | |
|
—
|
| | | | | — | | |
Revenue – Product Services
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
1,835,031
|
| | | | | 727,775 | | |
Cost of cargo and delivery expenses
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
(1,741,585)
|
| | | | | (727,882) | | |
Gain on disposal of assets held- for-sale
|
| | |
|
—
|
| | | | | — | | | | | | 2,637 | | | | |
|
—
|
| | | | | — | | |
Vessel operating expense
|
| | |
|
(21,503)
|
| | | | | (22,885) | | | | | | (11,132) | | | | |
|
—
|
| | | | | — | | |
Depreciation and amortisation
|
| | |
|
(33,950)
|
| | | | | (32,154) | | | | | | (16,175) | | | | |
|
(67,609)
|
| | | | | (3,414) | | |
Finance expense
|
| | |
|
(9,510)
|
| | | | | (7,453) | | | | | | (3,914) | | | | |
|
(4,426)
|
| | | | | (1,755) | | |
Other expenses
|
| | |
|
(6,045)
|
| | | | | (2,004) | | | | | | (1,245) | | | | |
|
(20,033)
|
| | | | | 3,139 | | |
Net profit/(loss) after tax
|
| | |
|
47,991
|
| | | | | 28,065 | | | | | | 13,783 | | | | |
|
1,378
|
| | | | | (2,137) | | |
Other comprehensive income (currency translation effects)
|
| | |
|
416
|
| | | | | 2,961 | | | | | | (2,892) | | | | |
|
1,918
|
| | | | | (895) | | |
Total comprehensive income/ (loss)
|
| | |
|
48,407
|
| | | | | 31,026 | | | | | | 10,891 | | | | |
|
3,296
|
| | | | | (3,032) | | |
Total comprehensive income/ (loss) allocated to non- controlling interests
|
| | |
|
23,716
|
| | | | | 12,701 | | | | | | 1,262 | | | | |
|
480
|
| | | | | (1,317) | | |
Name of companies
|
| | | | |
Principal activities
|
| |
Country of
incorporation |
| |
Effective
equity holding 2023 |
| |
Effective
equity holding 2022 |
| ||||||
(i)
Subsidiaries held by the Company
|
| | | | | | | | | | | | | | | | | | | | | |
BW LPG Holding Pte. Ltd.
|
| |
(a)
|
| |
Investment holding
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG Product Services Limited
|
| |
(b)
|
| |
Investment holding
|
| |
Bermuda
|
| | |
|
—
|
| | | | | 100% | | |
(ii)
Subsidiaries held by BW LPG Holding Pte. Ltd.
|
| | | | | | | | | | | | | | | | | | | | | |
BW LPG Technologies Pte. Ltd.
|
| | | | |
Investment holding
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG Investments Limited
|
| |
(b)
|
| |
Investment holding
|
| |
Bermuda
|
| | |
|
—
|
| | | | | 100% | | |
BW LPG LLC
|
| | | | |
Management
|
| |
United States
|
| | |
|
100%
|
| | | | | 100% | | |
BW Gas LPG Chartering Pte. Ltd
|
| | | | |
Chartering
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG Pool Pte. Ltd.
|
| | | | |
Chartering
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW Constellation I Pte. Ltd.
|
| | | | |
Ship owning
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW Constellation II Pte. Ltd.
|
| | | | |
Ship owning
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW Seoul Pte. Ltd.
|
| | | | |
Ship owning
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW Okpo Pte. Ltd.
|
| | | | |
Ship owning
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW VLGC Pte. Ltd
|
| | | | |
Ship owning
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG Partners Pte Ltd
|
| | | | |
Dormant
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
LPG Kenya Pte. Ltd.
|
| | | | |
Investment holding
|
| |
Singapore
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG India Pte. Ltd.
|
| | | | |
Management
|
| |
Singapore
|
| | |
|
52%
|
| | | | | 52% | | |
Aurora LPG Holding AS
|
| | | | |
Management
|
| |
Norway
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG AS
|
| | | | |
Management
|
| |
Norway
|
| | |
|
100%
|
| | | | | 100% | | |
BW LPG Product Services Pte. Ltd.
|
| | | | |
LPG Trading
|
| |
Singapore
|
| | |
|
85%
|
| | | | | 85% | | |
(iii)
Subsidiaries held by BW LPG Product Services Pte. Ltd.
|
| | | | | | | | | | | | | | | | | | | | | |
BW LPG Product Services S.L. (formerly known as Vilma Oil Trading, S.L.)
|
| | | | |
LPG Trading
|
| |
Spain
|
| | |
|
85%
|
| | | | | 85% | | |
Vilma Oil Singapore Pte. Ltd.
|
| | | | |
LPG Trading
|
| |
Singapore
|
| | |
|
85%
|
| | | | | 85% | | |
BW LPG Product Services (Norway) AS
|
| |
(c)
|
| |
Management
|
| |
Norway
|
| | |
|
85%
|
| | | | | — | | |
BW LPG Product Services USA LLC
|
| |
(c)
|
| |
LPG Trading
|
| |
United States
|
| | |
|
85%
|
| | | | | — | | |
(iv)
Subsidiary held by BW LPG AS
|
| | | | | | | | | | | | | | | | | | | | | |
BW LPG Fleet Management AS
|
| |
(c)
|
| |
Management
|
| |
Norway
|
| | |
|
100%
|
| | | | | — | | |
(v)
Subsidiary held by BW LPG India Pte. Ltd.
|
| | | | | | | | | | | | | | | | | | | | | |
BW Global United LPG India Private Limited
|
| | | | |
Ship owning
|
| |
India
|
| | |
|
52%
|
| | | | | 52% | | |
(vi)
Joint venture held by BW VLGC Pte. Ltd.
|
| | | | | | | | | | | | | | | | | | | | | |
BW Confidence Enterprise Private Limited
|
| |
(c)
|
| |
LPG wholesaler
|
| |
India
|
| | |
|
50%
|
| | | | | — | | |
| | |
As previously
reported |
| |
Adjustments
|
| |
As restated
|
| |||||||||
| | |
US$’000
|
| |
US$’000
|
| |
US$’000
|
| |||||||||
Revenue – Shipping
|
| | | | 687,803 | | | | | | (57,618) | | | | | | 630,185 | | |
Revenue – Product Services
|
| | | | — | | | | | | 611,170 | | | | | | 611,170 | | |
Cost of cargo and delivery expenses – Product Services
|
| | | | — | | | | | | (557,183) | | | | | | (557,183) | | |
Net loss from commodity contracts
|
| | | | (3,631) | | | | | | 3,631 | | | | | | — | | |
| | | | | 684,172 | | | | | | — | | | | | | 684,172 | | |
| | |
31 December 2022
|
| |||||||||||||||
| | |
As reported
|
| |
Adjustment
|
| |
As adjusted
|
| |||||||||
Consolidated statement of comprehensive income | | | | | | | | | | | | | | | | | | | |
Revenue – Product Services
|
| | | | 730,231 | | | | | | (5,439) | | | | | | 724,792 | | |
Cost of goods sold – Product Services
|
| | | | (645,993) | | | | | | 5,439 | | | | | | (640,554) | | |
Consolidated statements of financial position | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | 203,179 | | | | | | (5,586) | | | | | | 197,593 | | |
Derivative financial instruments – current asset
|
| | | | 89,346 | | | | | | 7,120 | | | | | | 96,466 | | |
Inventories
|
| | | | 113,945 | | | | | | 21,987 | | | | | | 135,932 | | |
Total current assets
|
| | | | 740,603 | | | | | | 23,521 | | | | | | 764,124 | | |
Vessels and drydocking
|
| | | | 1,484,489 | | | | | | 35,683 | | | | | | 1,520,172 | | |
Right-of-use assets (vessels)
|
| | | | 264,666 | | | | | | (15,189) | | | | | | 249,477 | | |
Total non-current assets
|
| | | | 1,799,911 | | | | | | 20,494 | | | | | | 1,820,405 | | |
Trade and other payables
|
| | | | 223,923 | | | | | | 14,071 | | | | | | 237,994 | | |
Derivative financial instruments – current liability
|
| | | | 33,006 | | | | | | 7,665 | | | | | | 40,671 | | |
Lease liabilities
|
| | | | 136,391 | | | | | | (15,189) | | | | | | 121,202 | | |
Total current liabilities
|
| | | | 511,962 | | | | | | 6,547 | | | | | | 518,509 | | |
Other reserves
|
| | | | (30,554) | | | | | | 20,777 | | | | | | (9,777) | | |
Non-controlling interests
|
| | | | 103,167 | | | | | | 16,691 | | | | | | 119,858 | | |
Consolidated statement of cash flows | | | | | | | | | | | | | | | | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Inventories
|
| | | | (29,223) | | | | | | (21,987) | | | | | | (51,210) | | |
Trade and other receivables
|
| | | | 106,400 | | | | | | 5,586 | | | | | | 111,986 | | |
Trade and other payables
|
| | | | 4,049 | | | | | | 15,856 | | | | | | 19,905 | | |
Derivative financial instruments
|
| | | | 25,956 | | | | | | 545 | | | | | | 26,501 | | |
This ‘20FR12B’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/8/24 | None on these Dates | ||
4/5/12 | ||||
List all Filings |