NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
10 October 2018, Hamilton, Bermuda
FLEX LNG Ltd. (the “Company”) is contemplating to enter into a transaction (the “Transaction”) for the acquisition of five 5th generation LNG newbuldings comprising three high-end MEGI LNG carriers currently under construction at Daewoo Shipbuilding and Marine Engineering Co. Ltd. (“DSME”) with scheduled delivery in 2020 and two high-end X-DF LNG carriers currently under construction at Hyundai Samho Heavy Industries Co., Ltd. (“HHI”) with scheduled delivery in 2021 (collectively the “Vessels”), from affiliates of Geveran Trading Co. Ltd. (“Geveran”), the Company’s largest shareholder.
The Vessels will be acquired at a purchase price of USD 180 million per Vessel on a delivered basis, including supervision costs, plus USD 6 million for each of the DSME Vessels for the addition of Full Reliquifaction Systems. 30% of the purchase price is payable within three days from the receipt of the proceeds from the Private Placement (as described below) and the remaining part of the purchase price is payable upon delivery of the respective Vessel. The acquisitions of the Vessels are subject to the Private Placement being completed.
In connection with the Transaction, the Company is contemplating a private placement (the “Private Placement”) of new ordinary shares (the “Offer Shares”) for gross proceeds of the NOK equivalent of USD 300,000,000. The subscription price for the Offer Shares will be determined by the Board of the Company based on an accelerated bookbuilding process.
The Private Placement is directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. The Company has retained DNB Markets, a part of DNB Bank ASA, Pareto Securities AS, ABN AMRO Bank N.V., Arctic Securities AS, Fearnley Securities AS and Skandinaviska Enskilda Banken AB (publ.) (Oslo Branch) as managers in the Private Placement (collectively the “Managers”). The net proceeds from the Private Placement will be used to partially fund instalments on the acquired Vessels and for working capital and general corporate purposes.
The bookbuilding period for the Private Placement will start today, 10 October 2018 at 16:30 (CET) and will close on 11 October 2018 at 08:00 (CET). The Company reserves the right to close or extend the application period at any time at its sole discretion and without notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available. Geveran has guaranteed that the Private Placement will be fully subscribed.
Allocation of Offer Shares will be made at the discretion of the Company’s Board of Directors in consultation with the Managers, shortly after the end of the bookbuilding period.
Completion of the Private Placement is conditional upon the necessary corporate resolutions in the Company being made and the Offer Shares having been fully paid and validly issued. The Private Placement will be cancelled if the conditions are not fulfilled, and may be cancelled by the Company in its sole discretion for any other reason.
In order to facilitate timely delivery of already listed shares, delivery of Offer Shares allocated in the Private Placement is expected to be made by delivery of existing shares in the Company borrowed by the Managers from Geveran. The shares delivered to investors in the Private Placement will thus be tradable on Oslo Børs immediately after allocation. The Managers will settle the share loan from Geveran with the new shares issued in connection with the Private Placement. The new shares will be registered under a separate ISIN pending approval of a listing prospectus by the Financial Supervisory Authority of Norway, and will not be listed or tradable on Oslo Børs until the listing prospectus has been approved, expected during December 2018.
Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement.
Øystein M Kalleklev, CEO
Tel.: +47 23 11 40 58
Additional information about the Company can be found at: http://www.flexlng.com/
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia) and in any other jurisdictions where such publication or distribution is unlawful.
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.