Avance Gas Holding Ltd : Contemplated private placement - Launch of bookbuilding

Donnerstag, 20. Oktober 2016 16:30

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Avance Gas Holding Ltd - Contemplated private placement - Launch of bookbuilding

Bermuda, 20 October 2016. Reference is made to the stock exchange notice published earlier today where Avance Gas Holding Ltd ("Avance Gas" or the "Company") announced further proactive measures to strengthen its balance sheet, including amendments to both bank loan facilities of the Company (the "Bank Debt Amendments") and the intention to raise new equity.

The Company has mandated ABN AMRO, Danske Bank, DNB Markets and Nordea Markets as Joint Bookrunners and Credit Agricole CIB, SEB and Swedbank as Joint Managers (together, the "Managers") to assist the Company in a contemplated private placement (the "Private Placement") for issue of new shares (the "Offer Shares") for gross proceeds of the NOK equivalent of approximately USD 55 million. The net proceeds will be used to strengthen the Company's balance sheet and create an extended liquidity runway. Further, the raising of new equity is a condition for the Bank Debt Amendments to take effect.

The Private Placement is directed towards existing shareholders and new Norwegian and international institutional investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "U.S. Securities Act") and (ii) in the United States to investors that are either "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act or "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The subscription price and number of Offer Shares to be issued in the Private Placement will be determined through an accelerated bookbuilding process. The bookbuilding period will start 20 October 2016 at 16:30 CET and end at 21 October 2016 at 08:30 CET. The Company reserves the right to, at any time and in its sole discretion, resolve to close or to extend the bookbuilding period.

The Company has received the following pre-subscriptions from existing shareholders:

  • Stolt-Nielsen Gas Limited, currently holding 2,478,799 shares in the Company, has pre-subscribed for the NOK equivalent of USD 10 million worth of Offer Shares
  • Sungas Holding Ltd, currently holding 2,478,799 shares in the Company, has pre-subscribed for the NOK equivalent of USD 10 million worth of Offer Shares
  • Hemen Holding Limited, currently holding 2,410,251 shares in the Company, has pre-subscribed for the NOK equivalent of USD 10 million worth of Offer Shares

The allocation of Offer Shares in the Private Placement will be made at the discretion of the Company's Board of Directors in consultation with the Managers, on or about 21 October, 2016, subject to any shortening or extension of the bookbuilding period.

The Offer Shares issued in the Private Placement will be delivered and registered on a separate ISIN on or about 25 October 2016. The Offer Shares will be registered under the Company's ordinary ticker and ISIN and listed on Oslo Børs when a listing prospectus, approved by the Financial Supervisory Authority of Norway, has been published by the Company, which is expected to be on or about 27 October 2016. Trading in the Offer Shares on Oslo Børs is hence expected to commence on or about 27 October 2016.

The Private Placement is subject to final approval by the Company's Board of Directors.

For further queries, please contact:

Christian Andersen, President
Tel: +47 22 00 48 05 / Email: c.andersen@avancegas.com

Peder C. G. Simonsen, CFO
Tel: +47 22 00 48 15 / Email: p.simonsen@avancegas.com

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.

Important information
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.

In any EEA Member State that has implemented the Prospectus Directive, 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.




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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Avance Gas Holding Ltd via Globenewswire

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