27 January 2022; Golar LNG (“Golar”) is pleased
to provide a further update on the formation of Cool Company Ltd.
(“CoolCo”). Reference is made to announcements on 15 December 2021
and 20 January 2022, regarding Golar’s announced execution of a
Terms Agreement to separate its 8 TFDE LNG carriers into
CoolCo.
Based on investor feedback following the press
releases made on 15 December 2021 and 20 January 2022, CoolCo has
decided to launch a book building process of a private placement of
$250 million (“The Private Placement”). The anticipated proceeds
from the Private Placement will, together with a contemplated debt
refinancing, be used to finance the acquisition of the 8 TFDE
vessels from Golar, secure attractive financing and provide CoolCo
with working capital to position the company for further growth.
Eastern Pacific Shipping (“EPS”) has pre-subscribed and guaranteed
an allocation of minimum $150 million in the contemplated private
placement.
The Private Placement
The Private Placement will consist of a primary
offering with gross proceeds of $250 million by the issuance of new
shares in the Company (the “New Shares”) at the
Offer Price (as defined below).
The price per Offer Share will be $10 per share
(the "Offer Price").
The book building period in the Private
Placement will commence on 27 January 2022 at 09:00 CET and close
on 28 January 2022 at 16:30 CET. The Managers and the Company may,
however, at any time resolve to shorten or extend the book building
period. If the book building period is shortened or extended, any
other dates referred to herein may be amended accordingly.
The following parties have entered customary
lock up arrangements with the Managers in connection with the
Private Placement: The Company, members of the Company’s senior
management and Board and Golar and EPS (6 months).
The Company will, subject to successful
completion of the Private Placement (see below) apply to list the
Shares of the Company on Euronext Growth Oslo during Q1 2022 (the
“Listing”). The Shares will be listed on the N-OTC
immediately following completion of the Private Placement.
The Private Placement will be directed to
international investors, in each case subject to an exemption being
available from prospectus requirements and any other filing or
registration requirements in the applicable jurisdictions and
subject to other selling restrictions. The application and
allocation amount have been set to the $ equivalent of EUR 100,000.
The Company may, however, at its sole discretion, allocate New
Shares to applicants for an amount below EUR 100,000 to the extent
applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including Regulation (EU) 2017/1129 on
prospectuses for securities as well as the UK European Union
(Withdrawal) Act 2018, are available.
Completion of the Private Placement is subject
to corporate resolutions of the Company required to implement the
Private Placement, including (i) final approval by the board of
directors, (ii) the approval by the Bermuda Monetary Authority of
the share issue without shareholder identification as otherwise
required under Bermuda law, (iii) the Company’s legal counsel in
Bermuda issuing a legal opinion confirming that the Offer Shares
have been fully paid and validly issued pursuant to the Registrar
Agreement.
The Company reserves the right, at any time and
for any reason, to cancel, and/or modify the terms of, the Private
Placement, without any compensation to the applicants. Neither the
Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of
the reason for such cancellation.
Advisors
Clarksons Platou Securities AS and DNB Markets,
a part of DNB Bank ASA are acting as joint global coordinators and
bookrunners, ABG Sundal Collier ASA and Fearnley Securities AS are
acting as joint bookrunners and Danske Bank Norwegian Branch and
Nordea Bank Abp, filial i Norge are acting as joint lead managers
(together the “Managers”).
Ro Sommernes advokatfirma DA is acting as legal
advisor to the Company and Golar LNG, Advokatfirmaet BAHR is acting
as legal advisor to EPS and CMS Kluge Advokatfirma AS is acting as
legal advisor to the Managers.
For more information, please contact:
Golar LNG Ltd.: + 44 207 063 7900
Karl Fredrik Staubo - CEO
Eduardo Maranhão – CFO
Important notices
This document is not an offer to sell or a
solicitation of offers to purchase or subscribe for shares. Copies
of this document may not be sent to jurisdictions, or distributed
in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy,
in any jurisdiction in which such offer or solicitation would be
unlawful absent registration, or an exemption from registration or
qualification under the securities laws of any jurisdiction.
This document is not for publication or
distribution in the United States of America, Canada, Australia,
Hongkong or Japan and it does not constitute an offer or invitation
to subscribe for or purchase any securities in such countries or in
any other jurisdiction.
The securities referred to in this announcement
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and accordingly may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and in accordance with applicable U.S. state
securities laws. The Company does not intend to register any part
of the offering in the United States or to conduct a public
offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be
made solely to "qualified institutional buyers" as defined in Rule
144A under the Securities Act and "major U.S. institutional
investors" as defined in SEC Rule 15a-6 to the United States
Exchange Act of 1934.
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 as amended (together with any applicable implementing
measures in any Member State.
This communication is only being distributed to
and is only directed at persons in the United Kingdom that are (A)
(i) persons who have professional experience, knowledge and
expertise in matters relating to investments and are "investment
professionals" for the purposes of article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), (ii) high net worth entities and other
persons falling within Article 49(2)(a) to (d) of the Order and
(iii) persons to whom it may otherwise lawfully be communicated;
and (B) persons who are "qualified investors" within the meaning of
the EU Prospectus Regulation as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018
(all such persons being referred to as "relevant persons").
The manufacturer Target Market (MIFID II product
governance) for the Private Placement is a) eligible counterparties
and professional clients (all distribution channels) and who; b)
have at least a common/normal understanding of the capital markets,
c) is able to bear the losses of their invested amount and, d) is
willing to accept risks connected with the shares, and e) have an
investment horizon which takes into consideration the liquidity of
the shares. The negative target market for the Offer Shares is
clients that seek full capital protection or full repayment of the
amount invested, are fully risk averse/have no risk tolerance or
need a fully guaranteed income or fully predictable return profile.
The shares are deemed eligible for distribution through all
distribution channels as are permitted by MiFID II. The Target
Market assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Private Placement.
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 shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the shares and
determining appropriate distribution channels.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking
statements (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended) which reflects management’s current
expectations, estimates and projections about its operations,
including the consummation of transactions contemplated by the
Terms Agreement, including the Listing and expected equity and debt
financing. All statements, other than statements of historical
facts, that address activities and events that will, should, could
or may occur in the future pursuant to the Terms Agreement or are
anticipated for Golar’s LNG carriers and the formation of CoolCo
are forward-looking statements. Words such as “may,” “could,”
“should,” “would,” “expect,” “plan,” “anticipate,” “intend,”
“forecast,” “believe,” “estimate,” “predict,” “propose,”
“potential,” “continue,” or the negative of these terms and similar
expressions are intended to identify such forward-looking
statements.
These statements are not guarantees of future
performance of the transactions described herein or CoolCo’s LNG
business activities and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control and are
difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted with respect
to the transactions necessary for the creation, financing and
listing of CoolCo. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Neither CoolCo nor Golar LNG Limited undertakes any
obligation to update publicly any forward-looking statements
whether as a result of new information, future events or otherwise,
unless required by applicable law.
Hamilton, Bermuda
27 January 2022
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act
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