NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR
THE UNITED STATES 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.
Awilco LNG ASA: Amended agreement with Teekay and
contemplated private placement
As previously announced, Awilco LNG ASA ("Awilco LNG" or
the "Company") has evaluated various options to strengthen
the Company's balance sheet and improve its financial
stability. The Company is pleased to announce a
comprehensive refinancing, including an amended and more
flexible agreement with its main creditor Teekay LNG
Partners L.P. ("Teekay LNG") and an equity issue to re-
establish a robust financial platform for the Company.
Awilco LNG has retained ABG Sundal Collier ASA
(the "Manager") to advise on and effect a private placement
of new shares with gross proceeds in the amount of NOK 215
million (approximately USD 25 million) directed towards
existing shareholders and potential new Norwegian and
international investors (the "Private Placement"). The
subscription price will be determined through a book-
building process to be conducted by the Manager.
The main shareholders Awilco AS, Uthalden A/S and Astrup
Fearnley A/S will participate in the Private Placement and
subscribe minimum their pro-rata share of the equity issue
(approximately 50% in total) and have furthermore committed
to vote in favor of the necessary corporate resolutions to
complete the Private Placement at an Extraordinary General
Meeting scheduled for on or about 12 June 2017 (the "EGM"),
to be called for shortly after completion of the Private
Placement. In addition, the Manager has received significant
pre-commitments from other existing shareholders.
In connection with the Private Placement, the Company has
secured a prolonged and more flexible agreement with Teekay
LNG for a restructuring of the Company's bareboat
charterparties. The renegotiated agreement with Teekay LNG,
together with the contemplated Private Placement, is a key
milestone to re-establishing a solid financial platform and
securing a robust business plan for the Company.
The new agreement with Teekay LNG include an extension of
the current bareboat charters for the Company's two vessels
(WilForce and WilPride) to 31 December 2019, and flexibility
through options for early termination of the charterparties
to enable the Company to refinance the vessels at any time
before maturity of the charterparties. Furthemore, the
amended agreement also include a front loaded reduction in
the bareboat rate payable to Teekay through the deferral of
up to USD 29m in charter hire to Teekay LNG. The deferred
amounts will become payable at maturity of the contracts.
The amendments to the contracts with Teekay LNG are subject
to, inter alia, completion of the Private Placement in the
minimum amount of USD 25 million.
The net proceeds from the Private Placement will be used to
strengthen the Company's balance sheet and liquidity
position, and secure final agreement with Teekay LNG.
The application period for the Private Placement will
commence today, 18 May 2017 at 16:30 CET and close tomorrow,
19 May 2017 at 08:00 CET. The Company may at its own
discretion extend or shorten the application period at any
time and for any reason. The minimum order in the Private
Placement has been set to the number of shares that equals
an aggregate purchase price of the NOK equivalent of EUR
100,000. The Company may, at its sole discretion, allocate
an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations
are available.
The allocation of New Shares in the Private Placement will
be made at the discretion of the Company's Board of
Directors in consultation with the Manager.
Completion of the Private Placement is subject to (i)
approval of by the Board of Directors of the Company of the
subscription price and the allocation of the offer shares
following the end of the application period, (ii) approval
by the EGM of the Company and (iii) the Company entering
into final agreement with Teekay LNG in connection with the
Company's restructuring of its bareboat charterparties. As a
consequence of the Private Placement structure, the
shareholders' preferential rights will be deviated from. The
waiver of the preferential rights is considered necessary in
the interest of time and successful completion of the
Private Placement and planned refinancing.
The new shares issued in the Private Placement will not be
listed on Oslo Axess before a listing prospectus has been
prepared and published by the Company, expected to take
place end of June 2017. Pending such listing, the new shares
will be delivered on a separate ISIN.
Subject to completion of the Private Placement, the Board of
Directors intends to carry out a subsequent offering of new
shares (the "Subsequent Offering"). The Subsequent Offering
will be directed towards shareholders in the Company as of
close of trading today, 18 May 2017, as registered in the
VPS on 22 May 2017 (the "Record Date") who were not offered
to participate in the Private Placement, and who are not
resident in a jurisdiction where such offering would be
unlawful, or would (in a jurisdiction other than Norway)
require any prospectus filing, registration or similar
action ("Eligible Shareholders"). Eligible Shareholders will
receive non-transferable subscription rights based on their
shareholding as of the Record Date. The subscription rights
will give Eligible Shareholders a preferential right to
subscribe for and be allocated shares in the Subsequent
Offering. The subscription price in the Subsequent Offering
will be equal to the subscription price in the Private
Placement.
Enclosed is a presentation dated 18 May 2017, which gives
more detailed information on the proposed refinancing and
the Company. Further, reference is made to the Company's
financial report for Q1 2017 published 5 May 2017.
For further information, please contact:
Jon Skule Storheill, CEO
+47 91 34 43 56
Snorre Schie Krogstad, CFO
+47 90 85 83 93
Important information:
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) or any other jurisdiction in
which the release, publication or distribution would be
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 Manager 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 Manager 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 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.
Forward-looking statements:
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.