THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN. THE NEW SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SHARES IN THE UNITED STATES.
US$60m fully underwritten Capital Increase launched to fund profitable growth
29 April 2019, Oslo – Epic Gas Ltd. (ticker “EPIC-ME“, “Epic Gas“ or the “Company“), the leading LPG shipping solutions company, today announces that the subscription period for its capital increase commences at 09:00 hours (CET) on 30 April 2019 and will end at 16:30 hours (CET) on 13 May 2019.
The share issue comprises an offer by the Company to issue 36,144,578 offer shares (the “Offer Shares“) to existing and qualified shareholders at a Subscription Price of USD 1.66 per Offer Share, raising total gross proceeds of approximately US$60m. The holders of shares in the Company as of 26 April 2019 as shown in the VPS register on 30 April 2019 (as further described in the Information Memorandum), will be granted non-transferable subscription rights in the Share Issue that, subject to certain limitations based on applicable laws and regulations, provide a right to subscribe for, and be allocated, Offer Shares at the subscription price.
An Information Memorandum dated 29 April 2019 pertaining to the Share Issue (the “Information Memorandum”) is also available to shareholders which contains specific information regarding the reasons for and terms of the Share Issue, as well as relevant deadlines and subscription procedures. Also attached is the subscription form that shareholders may use to subscribe for shares under the Share Issue.
Use of proceeds
Epic Gas intends to use the net proceeds to pursue such growth opportunities, including:
- Strengthening the Company’s equity to facilitate financing of acquisition of additional vessels
- Strengthening the Company’s working capital
- General corporate purposes
Epic Gas has entered into a letter of intent, which remains subject to financing and the execution of definitive documentation, to purchase four modern second-hand Japanese-built pressurised LPG carriers for a total consideration of USD 106.5 million in cash.
The acquisition of the four LPG carriers will increase Epic Gas’ total carrying capacity from 267,400 cbm to 311,400 cbm, and will also reduce the average age of the Company’s fleet from 8.9 years to 8.4 years.
The Company’s incrementally profitable fleet expansion plan is supported by the Company’s main shareholder BW Group Limited, and BW Group Limited has accordingly confirmed that BW Group Limited will subscribe for its pro rata of the Share Issue of approximately 82.58%. BW Group Limited has also underwritten the remaining portion of the Share Issue.
The Company intends to secure the financing for the vessels through the Share Issue and new debt financing.
Charles Maltby, Chairman and Chief Executive Officer of Epic Gas, commented:
“This capital increase will allow us to pursue our ambitions to deliver incremental profitable growth and take advantage of the attractive potential of the global LPG market that we see in the period immediately ahead. By targeting modern, high quality and well priced assets, we are able to leverage on our global platform with low marginal costs, and further increase our flexible customer focusedfreight offerings, whilst also meeting the growing demand for LPG.”
About Epic Gas
Epic Gas owns and operates a fleet of fully pressurised gas carriers providing seaborne services for the transportation of liquefied petroleum gas and petrochemicals. The company controls a fleet of 39 vessels, which serve the international supply chains of leading oil majors and commodity traders throughout Asia, Europe, Africa and the Americas. The Company’s shares are traded over Merkur Market under the ticker “EPIC-ME“.
For further information, please contact:
Epic Gas Ltd.
Uta Urbaniak-Sage, Chief Financial Officer
Charles Maltby, Chairman & Chief Executive Officer
Tel. +65 6230 7801
ir@epic-gas.com
Media / Investor Relations Advisor
Capital Link, Inc.
Nicolas Bornozis Capital Link, Inc.
T: +1-212-661-7566
epic@capitallink.com
Montfort Communications
Nick Bastin
M: +44 (0)7931 5000 66
T: +44 (0) 20 3770 7918
bastin@montfort.london
Rob Bailhache
M: +44 (0)7585 704280
T: +44 (0) 20 3770 7908
bailhache@montfort.london
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