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.
Reference is made to the stock exchange notice from Avance Gas Holding Ltd ("Avance Gas" or the "Company", OSE ticker code "AGAS") published earlier today on 8 April 2021 regarding a contemplated private placement (the "Private Placement").
Avance Gas is pleased to announce that the Private Placement has been successfully completed with a total transaction size of approximately NOK 555 million through the allocation of 12,899,000 shares in the Company at a price of NOK 43 per share. The net proceeds from the Private Placement will be used for general corporate purposes, which includes partly financing of the Company's newbuilding program.
The Private Placement attracted strong support and interest from Norwegian and international high quality investors and was significantly oversubscribed.
Notices of allocation will be distributed to the investors on 9 April 2021.
Settlement in the Private Placement will take place on 13 April 2021. Following issuance of the Offer Shares, the Company will have 77,426,972 shares outstanding, each with a par value of USD 1.00. Settlement of the Private Placement will be on a delivery versus payment basis, facilitated by existing and unencumbered shares in the Company being borrowed by the Company's largest shareholder, Hemen Holding Limited ("Hemen"), to DNB Markets, a part of DNB Bank ASA ("DNB Markets"), 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 pursuant to the board resolution made on 8 April 2021 in connection with completion of the Private Placement.
The board of directors 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 of directors is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines.
In reaching this conclusion, the board of directors inter alia emphasized that:
The subscription price of NOK 43 per share is based on the results of a bookbuilding process and the price is considered to represent professional investors' view of the market price for the shares for a share offering of this size.
A share issue in the form of a private placement enables the Company to capitalise on current market conditions which are deemed beneficial to the interest of the Company and its shareholders. Alternative transaction structures would imply a longer lead time and potentially significant discounts.
To reduce the effect of the private placement, the board of directors will carry out a subsequent offering at the same subscription price as in the Private Placement unless the Company's shares trade below the subscription price following the announced completion of the Private Placement, enabling the shareholders to compensate for the dilutive effect as a result of the Private Placement.
The board of directors proposes a subsequent offering of up to 644,950 new common shares at a subscription price equal to the offer price in the Private Placement (the "Subsequent Offering"). The Subsequent Offering will, subject to applicable securities laws, be directed 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 shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action
The Subsequent Offering is conditional on the approval and publication of a prospectus approved by the Financial Supervisory Authority of Norway. Further details of the Subsequent Offering will be included in the prospectus to be issued by the Company. The board of directors may cancel the Subsequent Offering, depending on the development in the Company's share price, the prevailing market conditions and considerations of the Company.
DNB Markets, a part of DNB Bank ASA, 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 (jointly, the "Managers"). 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
Kristian Sørensen, CEO
Tel: +47 22 00 48 10
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).
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 the Norwegian Securities Trading Act