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.
Reference is made to the stock exchange release by Flex LNG Ltd. (OSE: FLNG) (the “Company”) on 11 October 2018 regarding the private placement (the “Private Placement”) of 172,938,947 new shares (the “Offer Shares”) in the Company for a subscription price of NOK 14.25 per Offer Share, equalling gross proceeds of NOK 2,464,379,994.75 (approximately USD 300 million).
The Company has today issued the Offer Shares. Following issuance of the Offer Shares, the Company has an issued share capital of USD 5,409,992.87 divided into 540,999,287 common shares, each share with a nominal value of USD 0.01.
The Offer Shares issued in the Private Placement will be placed on a separate ISIN BMG359471114 pending approval of a listing prospectus by the Norwegian Financial Supervisory Authority (the “FSA”), and will not be listed or tradable on Oslo Børs until the listing prospectus has been approved by the FSA and published by the Company, expected during November 2018. As previously disclosed, in order to facilitate delivery of already listed shares, delivery of shares in the Private Placement was made by delivery of existing shares in the Company borrowed from Geveran Trading Co. Ltd., the Company’s largest shareholder. Following publication of the listing prospectus, the new Offer Shares will be registered under the Company’s ordinary ISIN BMG359471031 and from that point on be trading together with the other shares of the Company under the ticker code “FLNG” on Oslo Børs.
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) have acted as managers in the Private Placement.
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
This information is subject to disclosure under the Norwegian Securities Trading Act, Section 5-12.
This announcement is not and does not form a part of any offer for sale of any securities, and is for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register of its securities in the United States.
The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement 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. This announcement has not been approved by any regulatory authority.