Awilco LNG ASA - Approval of prospectus in connection with
subsequent offering and listing of private placement shares,
and announcement of subsequent offering
Oslo, 21 June 2017
Reference is made to previous stock exchange releases by
Awilco LNG ASA (the "Company") published on 12 June 2017
regarding the extraordinary general meeting in the Company
approving a private placement of 61,400,000 new shares
(the "Private Placement Shares") raising gross proceeds of
approximately NOK 215 million (the "Private Placement") and
the subsequent offering (the "Subsequent Offering") of up to
5,715,000 new shares ("Offer Shares") raising gross proceeds
of up to NOK 20 million.
The Norwegian Financial Supervisory Authority has approved
the prospectus of the Company dated 21 June 2017
(the "Prospectus"), for the (i) listing of 61,400,000
Private Placement Shares issued in connection with the
Private Placement, each with a par value of NOK 2.50; and
(ii) the Subsequent Offering and listing of up to 5,715,000
Offer Shares, each with a par value of NOK 2.50.
The Prospectus will be available on the following websites:
www.awilcolng.no and www.abgsc.no. Hard copies of the
Prospectus may be obtained at the offices of ABG Sundal
Collier at Munkedamsveien 45, 0250 Oslo, Norway.
The Private Placement Shares have been registered with the
VPS under the separate ISIN number ISIN NO001 0798085 until
the approval of the Prospectus. As from 23 June 2017 the
Private Placement Shares will be registered in book-entry
form with the VPS under the same ISIN number as the
Company's existing shares (ISIN NO0010607971). The Offer
Shares will be registered in the VPS under the same ISIN.
The Private Placement Shares and the Offer Shares are equal
in all respects to the Company's shares. The Private
Placement Shares will be listed on Oslo Axess on 23 June
2017 and the Offer Shares are expected to be listed on Oslo
Axess on or about 13 July 2017.
The Subsequent Offering is directed towards shareholders who
(i) were registered as holders of shares in the Company's
register of shareholders with the Norwegian Central
Securities Depository (Nw. Verdipapirsentralen) (the "VPS")
as of expiry of 22 May 2017 (the "Record Date"), (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").
For shares recorded as held in the Company as of expiry of
the Record Date, each Eligible Shareholder will receive non-
transferable subscription rights (the "Subscription
Rights"), rounded down to the nearest whole Subscription
Right. One (1) Subscription Right will give the right to
subscribe for, and be allocated, one (1) Offer Share,
subject to the selling and transfer restrictions set out in
Section 16 "Selling and Transfer Restrictions" in the
Prospectus. Subscription without Subscription Rights and
oversubscription is permitted, however there can be no
assurance that Offer Shares will be allocated for such
subscription.
Eligible Shareholders are offered to subscribe for Offer
Shares in the Company at the subscription price of NOK 3.50,
which is the same subscription price as in the Private
Placement.
The Subscription Rights may be used to subscribe for Offer
Shares from 23 June 2017 until 16:30 hours (CET) on 3 July
2017 (the "Subscription Period"). Subscription Rights that
are not used to subscribe for Offer Shares before the expiry
of the Subscription Period will lapse without compensation
to the Eligible Shareholders. Holders of Subscription Rights
should note that subscriptions for Offer Shares must be made
in accordance with the procedures set out in the Prospectus
and that holding Subscription Rights in itself does not
represent a subscription for Offer Shares.
Allocation of the Offer Shares is expected to take place on
or about 4 July 2017. Notifications of allocated Offer
Shares in the Subsequent Offering and the corresponding
amount to be paid by each subscriber will be set out in a
letter from the VPS, which is expected to be mailed on or
about 4 July 2017. Assuming due payment of the Offer Shares
subscribed for and allocated in the Subsequent Offering,
delivery of the Offer Shares in the VPS is expected to take
place on or about 13 July 2017, following and subject to the
registration of the share capital increase pertaining to the
Offer Shares in the Norwegian Register of Business
Enterprises.
ABG Sundal Collier acts as Manager in connection with the
Subsequent Offering.
An investment in Awilco LNG ASA and its shares involves
inherent risks. More information about this and other
matters it is important to understand before an investment
decision is made, can be found in the Prospectus. The
information in this release does not constitute a basis for
making an investment decision. More extensive information
about the Subsequent Offering is included in the Prospectus.
For further information, please contact:
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.