NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT
Bermuda, 27 October 2016 - Reference is made to the stock exchange announcement by Avance Gas Holding Ltd ("Avance Gas" or the "Company") dated 21 October 2016 regarding the successfully completed private placement (the "Private Placement") and the contemplated subsequent repair offering of additional new shares at the same subscription price as in the Private Placement (the "Subsequent Offering").
Approval and availability of the prospectus:
The Norwegian Financial Supervisory Authority (the "NFSA") has approved the prospectus of the Company dated 26 October 2016 (the "Prospectus") for (i) the listing of 26,750,000 new shares in the Company, each with a nominal value of USD 1.00, issued in connection with the Private Placement (the "Private Placement Shares") and (ii) the offering and listing of up to 2,500,000 new shares in the Company, each with a nominal value of USD 1.00, to be issued in connection with the Subsequent Offering (the "Offer Shares").
The Prospectus will be available on the Company's website, www.avancegas.com, and on the websites of ABN AMRO, Danske Bank, DNB Markets, Nordea Markets, Credit Agricole CIB, SEB and Swedbank (the "Managers"). Hard copies of the Prospectus are available at the offices of Avance Gas at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda or may be obtained by contacting the Managers.
Listing of the Private Placement Shares:
Beneficial interests in the Private Placement Shares were delivered in book-entry form with the VPS on 25 October 2016 to investors having subscribed for the shares, while the Private Placement Shares are registered in the name of DNB Bank ASA in the register of members of the Company in Bermuda.
The Private Placement Shares have, from the date they were issued, been registered with ISIN BMG067231115, which is different from the ISIN number of the existing shares, thus ensuring that the Private Placement Shares could not be traded on the Oslo Stock Exchange before publication of the Prospectus. As a result of the publication of the Prospectus, the Private Placement Shares will be listed and admitted to trading on the Oslo Stock Exchange today, 27 October 2016.
The Subsequent Offering:
The Subsequent Offering consists of an offer by the Company to issue up to 2,500,000 Offer Shares, raising gross proceeds of up to approximately NOK 43 million.
Eligible shareholders, being shareholders who (i) were holding less than 63,000 shares as of 20 October 2016, as registered with the VPS as of expiry of 24 October 2016 (the "Record Date"), (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"), will be granted non-transferable subscription rights that, subject to applicable law, will give the right to subscribe for, and be allocated, Offer Shares at the Subscription Price (as defined below).
The Eligible Shareholders will be granted 0.2385 non-transferable subscription rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded down to the nearest whole subscription right. Each subscription right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Oversubscription will be permitted, but subscription without subscription rights is not permitted.
The subscription price in the Subsequent Offering is NOK 17.00 per Offer Share (the "Subscription Price"), being the same as the subscription price in the Private Placement.
The subscription period in the Subsequent Offering commences today, 27 October 2016, and expires on 10 November 2016 at 16:30 hours (CET). Holders of subscription rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus.
For further queries, please contact:
Christian Andersen, President
Tel: +47 22 00 48 05 / Email: email@example.com
Peder C. G. Simonsen, CFO
Tel: +47 22 00 48 15 / Email: firstname.lastname@example.org
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 carriers (VLGCs), operating a fleet of fourteen modern VLGC ships.
This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway 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 and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.
Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus. In any EEA Member State that has implemented the Prospectus Directive, other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant 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.
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", "intends", "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 disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.