November 2, 2022
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Bermuda, 2 November 2022: Cool Company Ltd. (the “Company”) has retained Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and Fearnley Securities AS as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), Pareto Securities AS as Joint Bookrunner, and Nordea Bank Abp, filial i Norge as Co-Manager (collectively the “Managers”) to advise on and effect a contemplated private placement to raise gross proceeds of up to USD 270 million (the “Private Placement”), consisting of (i) a primary offering (the “Share Issue”) of new shares in the Company (in the form of depository receipts) to raise gross proceeds of USD 170 million (the “New Shares”) and (ii) a secondary offering (the “Share Sale”) of existing shares (in the form of depository receipts) by Golar LNG Ltd. (the “Selling Shareholder”) to raise gross proceeds of up to USD 100 million (the “Sale Shares”, and together with the New Shares, the “Offer Shares”).
EPS Ventures Ltd. (“EPS”), currently holding 16,000,817 shares (approximately 39.9% of the Company’s shares), has pre-committed to subscribe for and be allocated Offer Shares equal to USD 135 million in the Private Placement.
Based on a limited wall-crossing exercise prior to launch, the Joint Global Coordinators have received indications of interest to subscribe for shares offered in the Private Placement so that the Private Placement is covered on indications of interest at the start of the application period.
The Company intends to use the net proceeds from the Share Issue to finance the equity portion of a contemplated acquisition of four special purpose vehicles (the “SPVs”) with contracted LNG carriers (the “Vessels”) from Quantum Crude Tankers Ltd (“QCT”), an affiliate of EPS for approximately USD 660 million (the “Acquisition”). In the event the conditions for completion of the Acquisition are not met or waived, the net proceeds from the Share Issue will be used by the Company for other growth initiatives which may include acquiring the Vessels or other vessels and general corporate purposes.
In addition to the Acquisition, the Company has entered into an option agreement with two affiliates of EPS to acquire two shipbuilding contracts with Hyundai Samho Heavy Industries with deliveries in Q1 2025.
THE PRIVATE PLACEMENT
The application period in the Private Placement will commence today, 2 November 2022 at 16:30 CET and close on 3 November 2022 at 08:00 CET. The Company, in consultation with the Joint Global Coordinators may, however, at any time resolve to shorten or extend the application period, or cancel the Private Placement, at its sole discretion for any reason on short or without notice.
The Company intends to announce the number of Offer Shares allocated in the Private Placement through a stock exchange notice expected to be published before opening of trading on the Oslo Stock Exchange on 3 November 2022.
The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Private Placement pursuant to applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for securities as well as the UK European Union (Withdrawal) Act 2018, are available.
The final number of, and the allocation of Offer Shares will be determined following the expiry of the application period in the Private Placement by the Company’s board of directors (the “Board”) at their sole discretion following consultation with the Joint Global Coordinators. Allocation may be based on criteria such as (but not limited to), pre-commitments, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality, investment horizon and shareholder structure. The Board may, at its sole discretion, reject and/or reduce any orders, in whole or in part. The Board and the Managers further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any applicant will receive allocations.
The offering of New Shares will have preference over the Sale Shares if demand is insufficient for the entire Private Placement.
Settlement of the Offer Shares is expected to take place on a delivery versus payment (“DVP”) basis. Delivery of the New Shares is expected to be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo to be borrowed from EPS (the “Share Lender”) pursuant to a share lending agreement between the Company, DNB Markets and the Share Lender (the “Share Lending Agreement”). The Offer Shares delivered to investors will be tradable upon allocation. The share loan will be settled with new shares issued by the Company and delivered to the Share Lender under the Share Lending Agreement.
Completion of the Private Placement is subject to the Board resolving to allocate the Offer Shares, issue the New Shares and consummate the Private Placement (the “Conditions”). Completion of the Private Placement is not conditional upon completion of the Acquisition.
The Company may, in its sole discretion, in consultation with the Joint Global Coordinators, modify or waive the terms of the Private Placement or cancel the Private Placement, at any time and for any reason prior to the satisfaction of the Conditions without any compensation to the applicants. Neither the Board nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
As previously announced, the Company is considering a dual listing by late 2022/early 2023.
The Joint Global Coordinators have entered into lock-up arrangements from the settlement date of the Private Placement with the Company for 90 days, EPS for 90 days and the Selling Shareholder for 30 days, subject to agreed exemptions (including for the Company any potential offering in connection with a dual listing).
The Private Placement will be made pursuant to applicable exemptions from the obligation to publish a prospectus and directed towards institutional and professional investors (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act, who are also “major U.S. institutional investors” as defined in SEC Rule 15a-6 under the United States Exchange Act of 1934, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions.
The Company’s Board has considered the structure of the contemplated Private Placement in light of the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and is of the opinion that the proposed Private Placement is in compliance with these requirements.
A share issue in the form of private placements is required in order to secure the financing of the Acquisition in a more certain and expedient manner in the current volatile capital markets. The Acquisition is deemed beneficial to the interest of the Company and its shareholders and would not be obtainable by structures with longer lead time for the financing such as a rights offering. The final subscription price in the Private Placement will be based on a publicly announced accelerated bookbuilding process following a period of pre-sounding conducted by the Joint Global Coordinators and will thus represent what the Company believes to be the highest price possible to obtain for the relevant number of shares in the Company in today's market. On the above basis and based on an assessment of the current equity markets, the Company’s Board has considered the Private Placements to be in the common interest of the Company and its shareholders.
THE VESSEL ACQUISITION
Pursuant to the Acquisition, the Company contemplates to acquire the SPVs with the Vessels from QCT for approximately USD 660 million. The Vessels consists of two modern two-stroke vessels delivered in 2020 and 2021 and tow modern TFDE vessels delivered in 2015. The agreed purchase price for the Vessels is in line with the price QCT paid for the Vessels from ING Bank in May 2022. The Vessel acquisition will be funded through the Private Placement and assumption by the Company the SPVs’existing term loan facility relating to the Vessels (the “Vessel Facility”) of approximately USD 500 million (assumed debt approximately USD 520 million with approximately USD 20 million principal repayment on 14 November 2022) under the Vessel Facility.
The Company has reached agreement with EPS on the terms of a master sale agreement (the “MSA”) for the purpose of acquiring the SPVs, which is expected to be executed following completion of the conditions set out in item (a) and (b) below.
Completion of the Acquisition is conditional upon: (a) completion of the Private Placement, which when combined with case reserved or other sources of funding, is sufficient to fund the equity portion of the purchase price for the Acquisition, (b) amendment of the Vessel Facility to fund the debt portion of the purchase price for the Acquisition and (c) other customary conditions precedent, as well as completion of transactional documentation and other formalities (the “Acquisition Conditions”). Item (b) of the foregoing is expected to be satisfied after completion of the Private Placement by the execution of an amendment agreement between the SPVs and the existing lenders under the Vessel Facility, the material terms of which have been agreed between the parties in a finalized term sheet together with executed commitment letters received from the existing lenders under the Vessel Facility.
In addition to the Acquisition, the Company has entered into an option agreement with an affiliate of EPS to acquire two shipbuilding contracts with Hyundai Samho Heavy Industries with deliveries in Q1 2025. The options are exercisable before end of Q2 2023 at an implied vessel valuation of USD 234 million each.
Q3 2022 BUSINESS UPDATE
The Company's Q3 2022 business update, financial highlights and associated information are included within the Investor Presentation attached to this press release
ADVISORS
Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA and and Fearnley Securities AS are acting as Joint Global Coordinators and Joint Bookrunners, Pareto Securities AS is acting as Joint Bookrunner, and Nordea Bank Abp, filial i Norge are acting as Co-Manager in connection with the Private Placement.
Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Company, Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as United States legal advisor to the Company and Appleby is acting as Bermuda legal advisor the Company in connection with the Private Placement.
ABOUT COOL COMPANY
Cool Company is a growth-oriented owner, operator and manager of fuel-efficient liquefied natural gas (‘‘LNG’’) carriers. Using its integrated, in-house vessel management platform, CoolCo provides charterers and third-party LNG vessel owners with modern and flexible management and transportation solutions, delivering a lesser-emitting form of energy that supports decarbonization efforts, economic growth, energy security, and improvements in quality of life. Consistent with the currently contemplated transaction, CoolCo also intends to leverage its industry relationships to make further accretive acquisitions of in-service LNGCs, and to selectively pursue newbuild opportunities.
Additional information about Cool Company can be found at www.coolcoltd.com.
For further information, please contact:
Richard Tyrrell, CEO
Email: richard.tyrrell@coolcoltd.com
Phone: +44 2076591111
John Boots, CFO
Email: john.boots@coolcoltd.com
Phone: +44 2076591111
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor or any of their affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States, Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States or in any other jurisdictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register the offering and sale of any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “EU Prospectus Regulation”) (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. These assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Richard Tyrrell, Chief Executive at Cool Company Ltd. on 2 November 2022 at 16.30 (CET).