Bermuda, 2 November 2022: Reference is made to the stock exchange announcement made by Cool Company Ltd. (the “Company”) earlier today regarding a contemplated private placement to raise gross proceeds of up to USD 270 million (the “Private Placement”) including a primary offering to fund in part the contemplated acquisition of four special purchase vehicles that own contracted LNG carriers (the “Vessels”) from Quantum Crude Tankers Inc , an affiliate of EPS Ventures Ltd., for USD 660 million (the “Acquisition”) and a secondary offering of existing shares by Golar LNG Ltd in an amount of approximately $100 million.
The Company is pleased to announce that the Private Placement has been successfully placed, raising gross proceeds of approximately NOK 2,824,200,080 million (equivalent to approximately USD 270 million) through: (i) a primary offering by the Company, which resulted in the allocation and issuance of 13,678,462 new common shares in the Company at a subscription price of NOK 130 per share, raising gross proceeds of approximately NOK 1,778,200,060 (equivalent to approximately USD 170 million) (the “New Shares”); and (ii) a secondary offering of existing shares by Golar LNG Ltd. (the “Selling Shareholder”), which resulted in the allocation of 8,046,154 existing common shares in the Company at a subscription price of NOK 130 per share, raising gross proceeds of NOK 1,046,000,020 (equivalent to approximately USD 100 million) (the “Sale Shares”, and together with the New Shares, the “Offer Shares”).
The Private Placement took place through an accelerated bookbuilding process after close of markets today, 2 November 2022.
The Company intends to use the net proceeds from the primary offering of the Private Placement to finance the equity portion of the Acquisition.
Completion of the Private Placement is conditioned upon certain agreements in connection with the Private Placement not being terminated prior to settlement.
Settlement of the Offer Shares is expected to take place on 7 November, 2022.
The Company has entered into lock-up arrangements from the settlement date of the Private Placement for 90 days, and its significant shareholders including the Selling Shareholder have also entered into lockup arrangements, subject to agreed exceptions (including for the Company, any offering in connection with a dual listing).
Following issuance of the New Shares in the register of members in Bermuda, the Company will have 53,688,462 shares outstanding, each with a par value of USD 1.00. Through its pre-commitment to subscribe for Offer Shares equal to approximately USD 134.1 million, EPS will hold approximately 49.9% of the shares and votes in the Company upon completion of the Private Placement.
IMPORTANT NOTICE
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States or in any other jurisdictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “EU Prospectus Regulation”) (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials.
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.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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 “believe”, “aim”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions including statements about the offering of shares and intended use of proceeds, the Acquisition and other non-historical statements. The forward-looking statements in this release are 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. 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 information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Richard Tyrell, Chief Executive at Cool Company Ltd. on 2 November 2022 Bermuda time, 3 November 2022 at 00:25 (CET).
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
