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08.04.2021 16:35
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Avance Gas Holding Ltd – Contemplated private placement
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NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Hamilton, Bermuda, 8 April 2021. Avance Gas Holding Ltd ("Avance Gas" or the "Company", OSE ticker code "AGAS") has appointed DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo branch as Global Coordinators and ABN AMRO Bank N.V., Danske Bank A/S, Norwegian branch, and Nordea Bank Abp, filial i Norge as Joint Bookrunners (collectively and together with the Global Coordinators, the "Managers") to advise on and carry out a private placement (the "Private Placement") of up to 12,899,000 new common shares of the Company (the "Offer Shares").
The Company intends to use the net proceeds from the sale of Offer Shares in the Private Placement for general corporate purposes, which includes partly financing of the Company's newbuilding program.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The price for the Offer Shares in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding and application period for the Private Placement commences today, on 8 April 2021 at 16:30 CET, and is expected to close on 9 April 2021 at 08:00 CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly. Reference is also made to the attached investor presentation.
Hemen Holding Limited ("Hemen"), a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family and the largest shareholder in the Company, holding approximately 25% of the outstanding shares, has pre-subscribed for 50% of the Private Placement and will as a minimum be allocated their pro-rata share of the Private Placement.
Allocation of the shares in the Private Placement will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, following advice from the Managers. Allocation will be based on criteria such as (but not limited to), existing ownership, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares
Completion of the Private Placement is subject to the Board resolving to allocate Offer Shares and consummate the Private Placement.
The Company will announce the final offer price and the number of Offer Shares allocated in the Private Placement through a stock exchange notice expected to be published before opening of trading on Oslo Stock Exchange 9 April 2021.
Settlement of the Private Placement will be on a delivery versus payment basis, which will be facilitated by existing and unencumbered common shares in the Company being borrowed by the Company's largest shareholder, Hemen Holding Limited, pursuant to a share lending agreement entered into between Hemen, the Company and DNB Markets (on behalf of the Managers). The Offer Shares will thus be tradable from allocation. The Managers will settle the share loan with new common shares of the Company to be issued by a board resolution to be held on or about 8 April 2021.
The Board has considered the offering of new common shares in the Private Placement in light of the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines. The share issuance will be carried out as a private placement to complete a transaction in an efficient manner. On this basis, and based on an assessment of the current equity markets, the Company's Board has considered the Private Placement to be in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, carry out a subsequent offering of new common shares in the Company (the "Subsequent Offering") towards existing shareholders in the Company as of 8 April 2021 (as registered in the Norwegian Central Securities Depositary ("VPS") as of 12 April 2021), who (i) were not allocated Offer Shares, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require a prospectus, a registration or similar action. Whether a Subsequent Offering will be carried out will inter alia depend on the results of the Private Placement and the subsequent development of the Company's share price.
Advisors
DNB Markets, a part of DNB Bank ASA ("DNB Markets"), Fearnley Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo branch are acting as Global Coordinators and ABN AMRO Bank N.V., Danske Bank A/S, Norwegian branch, and Nordea Bank Abp, filial i Norge are acting as Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Thommessen AS is legal advisor to the Company in connection with the Private Placement.
For further queries, please contact:
Randi Navdal Bekkelud, CFO
Tel: +47 22 00 48 29
Email: randi.navdal@avancegas.com
Kristian Sørensen, CEO
Tel: +47 22 00 48 10
Email: kristian.sorensen@avancegas.com
About Avance Gas
Avance Gas operates in the global market for transportation of liquefied petroleum gas (LPG). The Company is one of the world's leading owners and operators of very large gas carrier (VLGC) and operates a fleet of thirteen modern ships and four Dual Fuel LPG newbuildings due for delivery in Q4 2021, Q1 2022, Q4 2022 and Q1 2023. For more information about Avance Gas, please visit: www.avancegas.com (http://www.avancegas.com).
IMPORTANT INFORMATION
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.
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 "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" 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. Although the Company believes that these assumptions were reasonable when made, 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. 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 announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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