FLEX LNG is contemplating to enter into a transaction for the acquisition of five 5th generation LNG newbuildings comprising three high-end MEGI LNG carriers currently under construction at Daewoo Shipbuilding and Marine Engineering Co. Ltd. (“DSME”) with scheduled delivery in 2020 and two high-end X-DF LNG carriers currently under construction at Hyundai Samho Heavy Industries Co., Ltd. (“HHI”) with scheduled delivery in 2021, from affiliates of Geveran Trading Co. Ltd., the Company’s largest shareholder.
The Vessels will be acquired at a purchase price of USD 180 million per Vessel on a delivered basis, including supervision costs, plus USD 6 million for each of the DSME Vessels for the addition of Full Reliquifaction Systems. 30% of the purchase price is payable within three days from the receipt of the proceeds from the Private Placement (as described below) and the remaining part of the purchase price is payable upon delivery of the respective Vessel. The acquisitions of the Vessels are subject to the Private Placement being completed.
In connection with the Transaction, the Company is contemplating a private placement of new ordinary shares for gross proceeds of the NOK equivalent of USD 300,000,000. The subscription price for the Offer Shares will be determined by the Board of the Company based on an accelerated bookbuilding process. The Private Placement is directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. The Company has retained 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) as managers in the Private Placement. The net proceeds from the Private Placement will be used to partially fund instalments on the acquired Vessels and for working capital and general corporate purposes.
The bookbuilding period for the Private Placement will start today, 10 October 2018 at 16:30 (CET) and will close on 11 October 2018 at 08:00 (CET). The Company reserves the right to close or extend the application period at any time at its sole discretion and without notice. 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 EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available. Geveran has guaranteed that the Private Placement will be fully subscribed.
Allocation of Offer Shares will be made at the discretion of the Company’s Board of Directors in consultation with the Managers, shortly after the end of the bookbuilding period.
Completion of the Private Placement is conditional upon the necessary corporate resolutions in the Company being made and the Offer Shares having been fully paid and validly issued. The Private Placement will be cancelled if the conditions are not fulfilled, and may be cancelled by the Company in its sole discretion for any other reason.
In order to facilitate timely delivery of already listed shares, delivery of Offer Shares allocated in the Private Placement is expected to 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.
Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement.