Avance Gas Holding Ltd : Voluntary exchange offer by Avance Gas to acquire Aurora LPG - Voluntary exchange offer withdrawn

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, THE UNITED KINGDOM OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Bermuda, 16 December 2015. Reference is made to the announcements dated 16 November 2015 regarding the voluntary exchange offer (the "Offer") to acquire all the issued and outstanding shares in Aurora LPG Holding ASA ("Aurora LPG") made by Avance Gas Holding Ltd ("Avance Gas", the "Company", ticker code: "AVANCE") and the Oslo Stock Exchange's approval of the offer document (the "Offer Document") prepared by Avance Gas in connection with the Offer.

The offer period in the Offer expired on 16 December 2015 at 16:30 hours (CET). Following the expiry of the offer period, Avance Gas notes that not all of the conditions for completion of the Offer included in section 4.7 of the Offer Document have been met. Avance Gas has consequently resolved to withdraw the Offer.

For further queries, please contact:
Christian Andersen, President
Tel: +47 22 00 48 05 / Email: c.andersen@avancegas.com

Peder C. G. Simonsen, CFO
Tel: +47 22 00 48 15 / Email: p.simonsen@avancegas.com

Andreas Røde, Danske Bank
Tel. +47 98 22 85 62 / Email: andreas.rode@danskebank.com

About Avance Gas
Avance Gas operates in the global market for transportation of liquefied petroleum gas (LPG). The Company is one of the world's leading owners and operators of very large gas carriers (VLGCs), operating a fleet of fourteen modern VLGC ships.

Disclaimers
This announcement is not and does not form a part of any offer for sale of securities. 

Not for release, publication or distribution, directly or indirectly, in Australia, Canada, Japan, the United Kingdom or the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The Offer Document is not being directed at persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. The Offer is not being made in or into Australia, Canada or Japan or, subject to the exceptions described below, the United States, and will not be permitted to be accepted in or from these jurisdictions.

The Offer is being made for shares of Aurora LPG, a public limited liability company organised and registered under the laws of Norway, and is subject to Norwegian disclosure, takeover laws and regulations, and procedural requirements that are different from those of the United States. The shares of Aurora LPG have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and are not listed or traded on any stock exchange in the United States. The Offer is being made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Norwegian law, the applicable rules and regulations of the Oslo Stock Exchange and certain other applicable laws.

In the United States, the Offer is only being made and the consideration shares are only being offered to shareholders of Aurora LPG who are "qualified institutional buyers", as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), in transactions not involving any public offering within the meaning of the U.S. Securities Act. Accordingly, the Offer is only open for acceptance in the United States to shareholders who Avance Gas reasonably believes are "qualified institutional buyers" and no offer or solicitation for an offer is made to any other person in the United States. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward the Offer Document or any related documents to the United States or to any "U.S. person" as defined in Regulation S may only do so if such person reasonably believes that the recipient is a "qualified institutional buyer."

The communication of the Offer Document is not being made by, and has not been approved by, an "authorised person" for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the Offer Document is not distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Offer Document is exempt from the restriction on financial promotions contained in section 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within Article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Avance Gas believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. 

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.