FLEX LNG LTD: PRIVATE PLACEMENT SUCCESSFULLY PLACED
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.
11 October 2018, Hamilton, Bermuda
Reference is made to the stock exchange release by FLEX LNG Ltd. (OSE: FLNG) (the “Company”) on 10 October 2018 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.
The Private Placement has been successfully placed, raising gross proceeds of the NOK equivalent of USD 300 million, corresponding to approximately NOK 2,464 million (based on a currency exchange rate of USD/NOK 8.21), through the placing of 172,938,947 new shares (the “Offer Shares”) at a subscription price of NOK 14.25 per share. The Private Placement was significantly oversubscribed. Geveran Trading Co. Ltd. (“Geveran”), the Company’s largest shareholder, has been allocated 57,646,316 Offer Shares for approximately USD 100 million, and will retain a 44.6% ownership in the Company following the Private Placement.
Notices of allocation will be distributed to the investors on 11 October 2018.
Completion of the Private Placement is conditional upon the Offer Shares having been fully paid and legally issued. Settlement in the Private Placement will take place on 15 October 2018 (DVP T+2). Following issuance of the Offer Shares, the Company will have an issued share capital of USD 5,409,992.87 divided into 540,999,287 common shares, each with a nominal value of USD 0.01.
In order to facilitate timely delivery of already listed shares, delivery of Offer Shares allocated in the Private Placement will 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.
The share issue has been carried out as a Private Placement in order to take advantage of the current market conditions. Different transaction alternatives have been considered, and it has been concluded that the Private Placement structure would best attend to the common interest of the Company and its shareholders, taking into consideration inter alia limited discount, pre-announced and broadly marketed placement, transaction risk, availability and expected terms of alternative transaction structure and financing sources.
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) act as managers in the Private Placement. Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement. Contacts:
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).
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.