NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 8 May 2026: Reference is made to the stock exchange announcements made by Awilco LNG ASA (“Awilco LNG” or the “Company”) on 6 March 2026 regarding, among other things, the successful placement and conditional allocation of 77,311,998 new shares in the Company (the “New Shares”) at a price per New Share of NOK 3.25, raising gross proceeds to the Company of approx. NOK 251.3 million (the “Private Placement”), a potential subsequent offering of up to 15,000,000 new shares (the “Offer Shares”) in the Company (the “Subsequent Offering”).
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Reference is further made to the resolutions made by the Company’s extraordinary general meeting held on 30 March 2026 to (i) issue the 77,311,998 New Shares in connection with the Private Placement and (ii) to authorise the board of directors to increase the share capital by up to NOK 1,500,000, by the issuance of up to 15,000,000 new shares, in the Subsequent Offering. Of the New Shares, 26,509,721 shares were issued on the Company’s ordinary listed ISIN (NO 0010607971), and the remaining 50,802,277 shares were issued on a separate temporary unlisted ISIN (NO 0013739227) (the “Unlisted New Shares”). For further information on the Private Placement, please refer to the Company’s stock exchange announcement of 6 March 2026.
Approval and publication of prospectus
The Norwegian Financial Supervisory Authority has today, 8 May 2026, approved a prospectus prepared by the Company (the “Prospectus”) for the listing of the 50,802,277 Unlisted New Shares, and for the Subsequent Offering and listing of the Offer Shares. The Prospectus, including the subscription form for the Subsequent Offering, will, subject to regulatory restrictions in certain jurisdictions, be made available at the website of Fearnley Securities AS (the “Manager”), acting as the sole manager in the Subsequent Offering, www.fearnleysecurities.com/transactions.
Certain financial information in the Prospectus is presented as of 31 March 2026 and has been derived from the Group’s unaudited consolidated management accounts.
Listing of the Unlisted New Shares
The 50,802,277 Unlisted New Shares were issued on a separate temporary ISIN (NO 0013739227) and have not been tradable on Euronext Expand. Following the approval and publication of the Prospectus, the Unlisted New Shares will be transferred to the Company’s ordinary ISIN (NO 0010607971) in the Norwegian Central Securities Depository, Euronext Securities Oslo (the “VPS”), and become tradable on Euronext Expand.
The Subsequent Offering
The Subsequent Offering comprises an offer of up to 15,000,000 Offer Shares, each with a par value of NOK 0.10, at a subscription price of NOK 3.25 per Offer Share (the “Offer Price”), being equal to the subscription price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will result in approx. NOK 48.75 million gross proceeds to the Company.
The subscription period in the Subsequent Offering will commence on Monday, 11 May 2026 at 09:00 CEST, and will, subject to any extension, expire on 26 May 2026 at 16:30 CEST (the “Subscription Period”).
The Company will, subject to applicable securities law, allocate subscription rights (“Subscription Rights”) to subscribe for Offer Shares in the Subsequent Offering to shareholders who were holders of shares in the Company as of 6 March 2026 (being registered as such in the VPS on 10 March 2026 (the “Record Date”)), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (jointly, the “Eligible Shareholders”).
Each Eligible Shareholder will be granted 0.4 non-transferable Subscription Rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole subscription right. Each Subscription Right will, subject to applicable laws, give the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering at the Offer Price. The Company reserves the right to reduce the number of Offer Shares which one Subscription Right entitles Eligible Shareholders to receive in the event that (i) additional Eligible Shareholders are identified after the date hereof and (ii) the Company receives in excess of 15,000,000 valid subscriptions with subscription rights in the Subsequent Offering. Any such reduction will be made on an equal basis and uniformly applied to all subscribers in the Subsequent Offering.
Over-subscription for Eligible Shareholders with Subscription Rights and subscription without Subscription Rights will be permitted. However, there can be no assurance that Offer Shares will be allocated for such subscriptions. In the event of Offer Shares being available for allocation to subscribers without Subscription Rights, the Company’s board of directors reserves the right to allocate such Offer Shares at its discretion.
The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 26 May 2026 at 16:30 CEST. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Subscription for Offer Shares by subscribers who are residents of Norway with a Norwegian personal identification number (Nw. fødsels- og personnummer) may be made by way of online subscription. The subscription form and further instructions regarding the subscription procedure are available in the Prospectus.
Information on allocated Offer Shares and the subscription amount to be paid by each subscriber are expected to be made available to the subscribers on or about 27 May 2026. The payment date for the Offer Shares allocated in the Subsequent Offering is expected to be on or about 29 May 2026. Subject to timely payment of the Offer Shares, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 2 June 2026 and that the Offer Shares will commence trading on Euronext Expand on or about 2 June 2026.
The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering.
Additional information regarding the Subsequent Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.
Advisors
Fearnley Securities AS is acting as sole manager in the Subsequent Offering. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company.
For further information, please contact:
Per Heiberg, Interim CEO / CFO
Phone: +47 952 20 264
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the Euronext Oslo Rule Book II – Issuer Rules.
About Awilco LNG ASA
Awilco LNG is a Norwegian based LNG transportation provider, owning and operating LNG vessels intended for international trade. The Company currently owns two 2013 built 156,000 cbm TFDE membrane LNG vessels, WilForce and WilPride.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
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 the United States (including its territories and possessions, any State of the United States and the District of Columbia), 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. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or 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).
Any offering of the securities referred to herein will be made by means of the Prospectus which has been prepared by the Company and approved by the Norwegian Financial Supervisory Authority. Investors in the Subsequent Offering should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available in the Company’s registered office and, subject to certain exceptions, on the Manager’s website.
In any EEA Member State 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 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” as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024, 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 only be conducted with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. The Manager and its affiliates will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described herein, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the transactions described in this announcement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the transactions described herein or otherwise. Accordingly, references in the Prospectus to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the figure given.
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. 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. 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, the Manager 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.
Kilde
