FLEX LNG Ltd: $300 Million Fredriksen-Backed Private Placement Successfully Placed
Reference is made to the stock exchange release by FLEX LNG Ltd. on 10 October 2018 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.
The Private Placement has been successfully placed, raising gross proceeds of the NOK equivalent of USD 300 million, corresponding to approximately NOK 2,464 million (based on a currency exchange rate of USD/NOK 8.21), through the placing of 172,938,947 new shares (the “Offer Shares”) at a subscription price of NOK 14.25 per share. The Private Placement was significantly oversubscribed. Geveran Trading Co. Ltd. (“Geveran”), the Company’s largest shareholder, has been allocated 57,646,316 Offer Shares for approximately USD 100 million, and will retain a 44.6% ownership in the Company following the Private Placement.
Notices of allocation will be distributed to the investors on 11 October 2018.
Completion of the Private Placement is conditional upon the Offer Shares having been fully paid and legally issued. Settlement in the Private Placement will take place on 15 October 2018 (DVP T+2). Following issuance of the Offer Shares, the Company will have an issued share capital of USD 5,409,992.87 divided into 540,999,287 common shares, each with a nominal value of USD 0.01.
In order to facilitate timely delivery of already listed shares, delivery of Offer Shares allocated in the Private Placement will be made by delivery of existing shares in the Company borrowed by the Managers from Geveran. The shares delivered to investors in the Private Placement will thus be tradable on Oslo Børs immediately after allocation. The Managers will settle the share loan from Geveran with the new shares issued in connection with the Private Placement. The new shares will be registered under a separate ISIN pending approval of a listing prospectus by the Financial Supervisory Authority of Norway, and will not be listed or tradable on Oslo Børs until the listing prospectus has been approved, expected during December 2018.
The share issue has been carried out as a Private Placement in order to take advantage of the current market conditions. Different transaction alternatives have been considered, and it has been concluded that the Private Placement structure would best attend to the common interest of the Company and its shareholders, taking into consideration inter alia limited discount, pre-announced and broadly marketed placement, transaction risk, availability and expected terms of alternative transaction structure and financing sources.
DNB Markets, a part of DNB Bank ASA, Pareto Securities AS, ABN AMRO Bank N.V., Arctic Securities AS, Fearnley Securities AS and Skandinaviska Enskilda Banken AB (publ.) (Oslo Branch) act as managers in the Private Placement. Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement.
Source: FLEX LNG