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 inventory trade discover from Avance Fuel Holding Ltd (“Avance Fuel” or the “Firm”, OSE ticker code “AGAS”) printed earlier in the present day on 8 April 2021 relating to a contemplated non-public placement (the “Personal Placement”).
Avance Fuel is happy to announce that the Personal Placement has been efficiently accomplished with a complete transaction dimension of roughly NOK 555 million via the allocation of 12,899,000 shares within the Firm at a worth of NOK 43 per share. The web proceeds from the Personal Placement will probably be used for common company functions, which incorporates partly financing of the Firm’s newbuilding program.
The Personal Placement attracted sturdy help and curiosity from Norwegian and worldwide prime quality buyers and was considerably oversubscribed.
Notices of allocation will probably be distributed to the buyers on 9 April 2021.
Settlement within the Personal Placement will happen on 13 April 2021. Following issuance of the Supply Shares, the Firm could have 77,426,972 shares excellent, every with a par worth of USD 1.00. Settlement of the Personal Placement will probably be on a supply versus cost foundation, facilitated by current and unencumbered shares within the Firm being borrowed by the Firm’s largest shareholder, Hemen Holding Restricted (“Hemen”), to DNB Markets, part of DNB Financial institution ASA (“DNB Markets”), pursuant to a share lending settlement entered into between Hemen, the Firm and DNB Markets (on behalf of the Managers). The Supply Shares will thus be tradable from allocation. The Managers will settle the share mortgage with new frequent shares of the Firm to be issued pursuant to the board decision made on 8 April 2021 in reference to completion of the Personal Placement.
The board of administrators has thought-about the providing of recent frequent shares within the Personal Placement in gentle of the principles on equal remedy underneath Oslo Rule E book II for firms listed on the Oslo Inventory Trade and the Oslo Inventory Trade’s Tips on the rule of equal remedy, and the board of administrators is of the opinion that the contemplated transaction is in compliance with these necessities and tips.
In reaching this conclusion, the board of administrators inter alia emphasised that:
The subscription worth of NOK 43 per share is predicated on the outcomes of a bookbuilding course of and the worth is taken into account to symbolize skilled buyers’ view of the market worth for the shares for a share providing of this dimension.
A share problem within the type of a non-public placement permits the Firm to capitalise on present market situations that are deemed helpful to the curiosity of the Firm and its shareholders. Different transaction buildings would indicate an extended lead time and doubtlessly vital reductions.
To scale back the impact of the non-public placement, the board of administrators will perform a subsequent providing on the similar subscription worth as within the Personal Placement until the Firm’s shares commerce beneath the subscription worth following the introduced completion of the Personal Placement, enabling the shareholders to compensate for the dilutive impact on account of the Personal Placement.
The board of administrators proposes a subsequent providing of as much as 644,950 new frequent shares at a subscription worth equal to the supply worth within the Personal Placement (the “Subsequent Providing”). The Subsequent Providing will, topic to relevant securities legal guidelines, be directed in the direction of current shareholders within the Firm as of 8 April 2021 (as registered within the Norwegian Central Securities Depositary (“VPS”) as of 12 April 2021), who (i) weren’t allotted shares within the Personal Placement and (ii) are usually not resident in a jurisdiction the place such providing can be illegal or, would (in jurisdictions aside from Norway) require any prospectus, submitting, registration or comparable motion
The Subsequent Providing is conditional on the approval and publication of a prospectus permitted by the Monetary Supervisory Authority of Norway. Additional particulars of the Subsequent Providing will probably be included within the prospectus to be issued by the Firm. The board of administrators could cancel the Subsequent Providing, relying on the event within the Firm’s share worth, the prevailing market situations and concerns of the Firm.
DNB Markets, part of DNB Financial institution ASA, Fearnley Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo department are appearing as International Coordinators and ABN AMRO Financial institution N.V., Danske Financial institution A/S, Norwegian department, and Nordea Financial institution Abp, filial i Norge are appearing as Joint Bookrunners in reference to the Personal Placement (collectively, the “Managers”). Advokatfirmaet Thommessen AS is authorized advisor to the Firm in reference to the Personal Placement.
For additional queries, please contact:
Randi Navdal Bekkelud, CFO
Tel: 47 22 00 48 29
Kristian Sørensen, CEO
Tel: +47 22 00 48 10
About Avance Fuel
Avance Fuel operates within the world marketplace for transportation of liquefied petroleum gasoline (LPG). The Firm is among the world’s main homeowners and operators of very massive gasoline provider (VLGC) and operates a fleet of 13 trendy ships and 4 Twin Gas LPG newbuildings due for supply in This fall 2021, Q1 2022, This fall 2022 and Q1 2023. For extra details about Avance Fuel, please go to: www.avancegas.com (http://www.avancegas.com).
These supplies don’t represent or type part of any supply of securities on the market or a solicitation of a suggestion to buy securities of the Firm in america or some other jurisdiction. The securities of the Firm is probably not supplied or offered in america absent registration or an exemption from registration underneath the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Firm haven’t been, and won’t be, registered underneath the U.S. Securities Act. Any sale in america of the securities talked about on this communication will probably be made solely to “certified institutional patrons” as outlined in Rule 144A underneath the U.S. Securities Act. No public providing of the securities will probably be made in america.
In any EEA Member State, this communication is barely addressed to and is barely directed at certified buyers in that Member State inside the that means of the EU Prospectus Regulation, i.e., solely to buyers who can obtain the supply with out an permitted 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 (along with any relevant implementing measures in any Member State).
In the UK, this communication is barely addressed to and is barely directed at Certified Buyers who (i) are funding professionals falling inside Article 19(5) of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005 (as amended) (the “Order”) or (ii) are individuals falling inside Article 49(2)(a) to (d) of the Order (excessive web value firms, unincorporated associations, and so forth.) (all such individuals collectively being known as “Related Individuals”). These supplies are directed solely at Related Individuals and should not be acted on or relied on by individuals who are usually not Related Individuals. Any funding or funding exercise to which this announcement relates is out there solely to Related Individuals and will probably be engaged in solely with Related Individuals. Individuals distributing this communication should fulfill themselves that it’s lawful to take action.
The Goal Market Evaluation is with out prejudice to the necessities of any contractual, authorized or regulatory promoting restrictions in relation to the Providing.
For the avoidance of doubt, the Goal Market Evaluation doesn’t represent: (a) an evaluation of suitability or appropriateness for the needs of MiFID II; or (b) a advice to any investor or group of buyers to spend money on, or buy, or take some other motion by any means with respect to the Firm’s shares.
Every distributor is accountable for enterprise its personal Goal Market Evaluation in respect of the Firm’s shares and figuring out applicable distribution channels.
Issues mentioned on this announcement could represent forward-looking statements. Ahead-looking statements are statements that aren’t historic info and could also be recognized by phrases akin to “anticipate”, “imagine”, “proceed”, “estimate”, “count on”, “intend”, “could”, “ought to”, “will” and comparable expressions. The forward-looking statements on this launch are primarily based upon varied assumptions, lots of that are primarily based, in flip, upon additional assumptions. Though the Firm believes that these assumptions had been affordable when made, these assumptions are inherently topic to vital recognized and unknown dangers, uncertainties, contingencies and different essential elements that are troublesome or unimaginable to foretell and are past its management. Such dangers, uncertainties, contingencies and different essential elements may trigger precise occasions to vary materially from the expectations expressed or implied on this launch by such forward-looking statements. The data, opinions and forward-looking statements contained on this announcement converse solely as at its date, and are topic to alter with out discover.
This announcement is made by and, and is the accountability of, the Firm. The Managers are appearing completely for the Firm and nobody else and won’t be accountable to anybody aside from the Firm for offering the protections afforded to their respective shoppers, or for recommendation in relation to the contents of this announcement or any of the issues referred to herein.
Neither the Managers nor any of their respective associates makes any illustration as to the accuracy or completeness of this announcement and none of them accepts any accountability for the contents of this announcement or any issues referred to herein.
This announcement is for info functions solely and isn’t to be relied upon in substitution for the train of impartial judgment. It isn’t meant as funding recommendation and certainly not is it for use or thought-about as a suggestion to promote, or a solicitation of a suggestion to purchase any securities or a advice to purchase or promote any securities of the Firm. Neither the Managers nor any of their respective associates accepts any legal responsibility arising from the usage of this announcement.
Every of the Firm, the Managers and their respective associates expressly disclaims any obligation or enterprise to replace, evaluate or revise any assertion contained on this announcement whether or not on account of new info, future developments or in any other case.
The distribution of this announcement and different info could also be restricted by legislation in sure jurisdictions. Individuals into whose possession this announcement or such different info ought to come are required to tell themselves about and to watch any such restrictions.
This info is topic to the disclosure necessities pursuant to Part 5-12 the Norwegian Securities Buying and selling Act