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London, October 1, 2024 Avenir LNG Limited (N-OTC: Avenir or the "Company”) announces a strategic refocus of its business and explores raising capital along with a potential listing on the Euronext Growth Oslo. The Company is proposing to divest its ownership of the HIGAS LNG storage terminal in Sardinia to three of its existing shareholders: Stolt-Nielsen, Golar LNG and Höegh Evi (the "Majority Shareholders”), subject to customary approvals and agreement on final legal documentation (the "Divestment”). Following the Divestment, Avenir will operate as a pure play small-scale LNG shipping and trading company, with a commitment to providing efficient and sustainable LNG supply solutions.
As a leading provider of LNG bunkering vessels, Avenir is poised to capitalise on robust market drivers. These include favourable regulatory developments, constrained supply, and a substantial increase in the LNG-fuelled fleet, all of which are expected to significantly boost marine LNG demand beyond 15 million tons annually over the next 5 years.
As part of Avenir's long-term growth strategy, the Company has also begun the process of seeking a listing on Euronext Growth Oslo later this year. In connection with the listing, the Company plans to raise approximately USD 50 million in new equity, fully underwritten by Stolt-Nielsen, to finance two newbuild 20,000cbm LNG bunker & supply vessels announced in April 2024. Additionally, Avenir is also considering increasing the equity raise to support further fleet expansion. The Company has secured options for two additional newbuilds at attractive terms. It is the intention that the Euronext Growth Oslo listing and new equity raise will expand the shareholder base and increase the free float of Avenir's shares.
The Divestment is proposed to be implemented prior to any listing via a restructuring of Avenir. The indirect equity interests in the HIGAS LNG storage terminal will be transferred to a newly incorporated vehicle owned by the Majority Shareholders. Consideration for the Divestment will be in the form of a settlement of an existing shareholder loan and transfer of a portion of the Avenir shares held by the Majority Shareholders back to Avenir. The transaction is intended to be structured such that Avenir's NAV per share both, prior to, and after the Divestment will remain at approximately USD 1.10 per share as valued by independent brokers. Upon completion of the Divestment, an opportunity for other Avenir shareholders to acquire interests in the HIGAS LNG storage terminal will be considered on substantially the same economic terms.
Jonathan Quinn, Managing Director, Avenir LNG commented:
"We are very pleased to announce this next chapter in Avenir's history aimed at accelerating the Company's growth ambitions. With the LNG fuelled fleet set to grow from ~400 vessels in 2023 to over 1,000 vessels by 2028, demand for bunker vessels is set for strong growth over the next decade. This is a timely opportunity to refocus and consolidate the Company's strategy into shipping and trading by divesting from HIGAS. This transaction will enhance our position as a leading pure play owner of LNG bunker vessels and improve operational efficiency, paving the way for a more streamlined and competitive company which has a strategy to leverage favourable market conditions by growing our fleet.”
The Company has engaged Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA, as financial advisors for the listing process. Avenir is currently registered on Euronext NOTC, a marketplace for unlisted shares.
About Avenir LNG Limited
Avenir is a leading midstream LNG & BioLNG company focused on serving small scale demand for the maritime sector, industrial consumers, and power generation. Avenir owns and operates a fleet of 5 modern LNG bunker and supply vessels with 2 vessels under construction.
Important Notice
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States 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. No public offering of the securities will be made in the United States.
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 any offering of the securities referred to herein without an approved 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 (together with any applicable implementing measures in any 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.
The listing and the equity offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the listing or the equity offering will proceed or that the listing or equity offering will occur.
This announcement is made by, and is the responsibility of, the Company. Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA are acting exclusively for the Company and no one else in connection with the listing and equity offering 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 Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA nor any of their respective affiliates or any of their respective directors, officers, employees, advisers, or agents accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information and opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies.
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 Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA 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.
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