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: NOK 215 million private placement completed
Reference is made to the stock exchange release by Awilco
LNG ASA (the "Company") on 18 May 2017 regarding a
contemplated private placement (the "Private Placement") of
new shares in the Company.
The Company is pleased to announce that the Private
Placement was successfully placed, raising gross proceeds of
NOK 215 million (approximately USD 25 million) through
issuance of 61,400,000 shares at a subscription price of NOK
3.50 per share. Conditional allocation notices will be
distributed to the investors on 19 May 2017. The completion
of the Private Placement is conditional upon (i) approval by
the EGM of the Company and (ii) the Company entering into
final agreement with Teekay LNG in connection with the
Company's restructuring of its bareboat charterparties.
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.
In connection with the Private Placement the Board of
Directors of the Company will propose that the Company's
share capital is reduced by NOK 101,683,311 to NOK
169,472,185 by reducing the nominal value of each share from
NOK 4.00 to NOK 2.50. Through the issuance of the new shares
in the Private Placement, the share capital will be
increased by NOK 153,500,000 to NOK 322,972,185. The
Company's share capital following the Private Placement will
be NOK 322,972,185 divided into 129,188,874 shares, each
with a nominal value of NOK 2.50.
The Board of Directors proposes to set aside the pre-emptive
rights of the existing shareholders. The Board of Directors
is of the view that a private placement is the best way to
ensure that the Company could raise the required capital in
a timely manner to complete the announced refinancing.
The Company will carry out a subsequent offering
(the "Subsequent Offering") of up to 5,715,000 new shares
for gross proceeds of up to NOK 20 million. The Subsequent
Offering will, on the basis of a prospectus approved by the
Norwegian Financial Supervisory Authority, expected to be
launched end of June 2017, be directed towards shareholders
who (i) are shareholders in the Company as of 18 May 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 22 May 2017, (ii) were not offered to participate
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.
ABG Sundal Collier acted as Manager in the Private Placement
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.