NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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. (the “Company”) on 16 February 2017 regarding (among other things) a contemplated private placement (the “Private Placement”) of new shares in the Company.
The Company completed the application period for the Private Placement at 19:30 (CET) on 16 February 2017 and the Company is pleased to announce that the Private Placement was successfully placed, raising gross proceeds of NOK 833 million (approximately USD 100 million) at a subscription price of NOK 11.50 per share. The Private Placement received strong interest from large institutional investors and was significantly over-subscribed.
Allocation notices will be distributed to the investors on 17 February 2017. The completion of the Private Placement and the issuance of an additional 78 million new shares as partial consideration for the acquisition of shipbuilding contracts for two high-end MEGI LNGC newbuilds at Daewoo Shipbuilding and Marine Engineering Co. Ltd. (“DSME”) with scheduled delivery in Q1 2018 (the “Transaction”), as described in the Company’s stock exchange release on on 16 February 2017, is conditional upon approval by the Company’s general meeting, such general meeting scheduled to be held on or about 7 March 2017, in addition to payment being received for the allocated shares.
The new shares issued in the Private Placement and the Transaction will not be listed or tradable on Oslo Axess until a listing prospectus for such shares has been approved by the Norwegian Financial Supervisory Authority, expected to be during March 2017. The new shares will be issued under a separate ISIN following the extraordinary general meeting until approval of the prospectus and admission to trading on the Oslo Stock Exchange.
In order to facilitate timely of immediately tradeable shares to subscribers in the Private Placement, delivery of the new shares allocated in the Private Placement are expected to be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company, Arctic Securities AS (on behalf of the Managers) and Geveran Trading Co. Ltd. (“Geveran”). Settlement in the Private Placement is expected to take place on or about 9 March 2017, and the shares delivered to investors will be fully tradeable on the first day following the EGM. The Managers will settle the share loan with the new shares in the Company issued in connection with the Private Placement. Following issuance of the new shares issued in the Private Placement and the Transaction, the Company will have an issued share capital of USD 2,783,804 divided into 278,380,439 ordinary shares, each share with a nominal value of USD 0.01. Geveran, the Company’s largest shareholder who will receive 78 million shares in the Company pursuant to the Transaction, will from the same time hold an aggregate of 182,181,837 shares, equalling 65.4% of the shares and votes in the Company.
The Company will carry out a subsequent offering (the “Subsequent Offering”) of up to 7.2 million new shares for gross proceeds of up to NOK 83 million (approximately USD 10 million) (equal to up to 10% of the size of the Private Placement). The Subsequent Offering will, on the basis of a prospectus approved by the Norwegian Financial Supervisory Authority, expected to be during March 2017, be directed towards shareholders who (i) are shareholders in the Company as 16 February 2017, as registered as shareholders in the Company’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of expiry of 20 February 2017, (ii) are not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the prospectus. The subscription price in the Subsequent Offering will be the same as in the Private Placement. The Company will issue a separate stock exchange notice including the ex. date, record date and other information for the participation in the Subsequent Offering if and when finally resolved.
The Subsequent Offering is subject to shareholder approval by the Company’s general meeting, such extraordinary general meeting scheduled to be held on or about 7 March 2017.
For further information please contact:
Jonathan Cook, CEO
Phone: +44 207 543 6699
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 the Selling Shareholders and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company and the Selling Shareholders for 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.
This information is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.
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.