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Oslo, 6 March 2026: Awilco LNG ASA (“Awilco LNG” or the “Company”) is pleased to announce that it has conditionally secured NOK 251.3 million, equivalent to approximately USD 26 million, in a private placement of new shares (the “Private Placement”) towards a limited group of existing shareholders and new investors. Awilco LNG also announces further progress on its previously announced strategic trading initiative through ALNG Trading AS (“ALNG Trading”), and adjusted terms to its existing sale-leaseback agreements with China Development Bank Financial Leasing Co. Ltd. (“CDBL”).
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Jon Skule Storheill, CEO of Awilco LNG, comments: "We are excited to begin the transformation of Awilco LNG ASA from a pure LNG shipping company into a more integrated participant in the LNG value chain. With the launch of ALNG Trading, we are establishing a trading and structuring platform led by experienced commodity traders and financiers. Our vessels will support and complement these activities while benefitting from increased cargo access as the trading portfolio develops. Recent geopolitical developments confirm the potential for this combination.
Through this equity raise, revised vessel lease terms, and the launch of the trading business, we have completed the first phase of the strategic development and look forward to building the platform together with our new and existing shareholders."
Company update; New strategic initiative and enhanced debt terms
As previously announced, the Company has established ALNG Trading through a separate subsidiary of the Company. ALNG Trading is intended to be developed as a trading and structuring platform focused on originating and structuring LNG transactions, including solutions around credit, financing and portfolio optimization. The LNG trading initiative is intended to support the utilisation of the Company’s vessels, and potentially third-party vessels.
The Company has negotiated an amendment to its financing arrangements with CDBL, which includes a two-year amortization holiday in exchange for a prepayment of USD 5.25 million per vessel and an increase in margin from 2.50% to 2.65% during the non-amortizing period. The amortization holiday significantly reduces the Company’s cash break-even from approximately USD 56,800 per day to approximately USD 39,000 per day on average over the next two years. Following the two-year period, amortization will return to original levels, with deferred principal to be amortized over years four and five.
The Private Placement
In order to fund the establishment and initial operations of ALNG Trading, to fund the required prepayments under facilities with CDBL, and to extend the Company’s liquidity runway, the board of directors of the Company (the “Board”) has conditionally resolved to raise new equity capital through the Private Placement, directed towards a limited group of existing shareholders and new investors, whereby 77,311,998 new shares (the “Offer Shares”) will be issued at a subscription price of NOK 3.25 per share (the “Offer Price”), raising gross proceeds of approximately NOK 251.3 million, equivalent to approximately USD 26 million. The Private Placement is subject to approval by an extraordinary general meeting expected to be held on 30 March 2026 (the “EGM”). Notice of the EGM is expected to be distributed and published on 9 March 2026.
The Board has made a conditional allocation of Offer Shares for the NOK equivalent of USD 15 million to a new strategic U.S.-based investor. Subject to EGM approval of the Private Placement, the new strategic investor will appoint two observers to the Board. Further to this, existing shareholders have been allocated Offer Shares for the NOK equivalent of USD 10 million, while an additional new investor has been allocated Offer Shares for the NOK equivalent of USD 1 million.
Fearnley Securities AS acts as advisor to the Company in connection with the Private Placement (the “Manager”).
The Offer Price has been determined by the Board in consultation with the Manager following the pre-sounding phase of the Private Placement. The Offer Price reflects constructive discussions and negotiations with the participating investors, including the new strategic investor, which had been ongoing for a period of time prior to the recent increase in the Company’s share price driven by the surge in LNG shipping spot rates following geopolitical turmoil in the Middle East. In recognition of the deviation between the Offer Price and the prevailing market price of the Company’s shares, the Board intends to conduct a subsequent offering whereby non-participating shareholders are offered opportunity to participate on similar terms, as set out below.
Detailed statutory information on the allocated Offer Shares will be disclosed separately following approval of the Private Placement by the EGM, including mandatory notification of trade by primary insiders and close associates and disclosure of large shareholdings (Nw. Flagging).
Following the necessary resolutions by the EGM and registration of the issuance of the Offer Shares, the Company will have a share capital of NOK 20,986,060.90 divided into 209,860,609 shares, each with a nominal value of NOK 0.10.
Conditions for completion and settlement
Completion of the Private Placement is subject to: (A) the EGM resolving to approve the Private Placement and issue the Offer Shares as well as approval of ancillary resolutions necessary to consummate the Private Placement, including an authorisation to carry out a subsequent offering, (B) registration of the share capital increase pertaining to issue of the Offer Shares in the Norwegian Register of Business Enterprises, and (C) the Offer Shares being validly issued and registered in the VPS (the “Conditions”).
Delivery of the Offer Shares to investors will take place following fulfilment of the Conditions. The investors will receive 26,509,721 Offer Shares as tradable shares, while 50,802,277 Offer Shares will be issued and delivered on a separate and unlisted temporary ISIN pending the approval and publication of a listing prospectus, upon which all Offer Shares will be fully tradable.
Equal treatment considerations
The Private Placement represents a deviation from the shareholders’ preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act (the “STA”), cf. recommendation no. 4 of the Norwegian Code of Practice for Corporate Governance. The Board is of the opinion that the Private Placement is in compliance with these requirements. The purpose of the Private Placement is to fund the establishment and initial operations of ALNG Trading, fund the required prepayments under facilities with CDBL, and for general corporate purposes, including extending the Company’s liquidity runway. By structuring the equity raise as a private placement, the Company is able to efficiently raise the necessary capital for the abovementioned purposes. The Company has also conducted an investor pre-sounding process with existing and new investors to determine the terms for the Private Placement. Moreover, the Private Placement and ancillary corporate resolutions, including the issuance of the Offer Shares, are subject to approval by the EGM, at which the Company’s shareholders will be given an opportunity to express their opinion and vote over the transaction. On this basis, and taking into account the Subsequent Offering (see below), the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.
Subsequent Offering
To limit the dilutive effects for the existing shareholders not participating in the Private Placement, the Board has resolved to propose that the EGM authorises the Board to resolve a share capital increase in connection with a potential subsequent repair offering of up to 15,000,000 new shares in the Company equal to approx. NOK 48.75 million (the “Subsequent Offering”). The Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 6 March 2026 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer 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.
The Subsequent Offering is subject to, inter alia, (i) completion of the Private Placement, (ii) relevant corporate resolutions (including necessary resolutions by the EGM), (iii) approval and publication of a prospectus and (iv) prevailing market price and traded volume of the Company’s shares following the Private Placement. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering, including if the Company’s shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.
Advisors
Fearnley Securities AS is acting as advisor to the Company in the Private Placement.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company.
For further information, please contact:
CEO Jon Skule Storheill
Phone: +47 913 44 356
CFO Per Heiberg
Phone: +47 952 20 264
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5-12 of the STA. This stock exchange notice was published by Per Heiberg, CFO, at the date and time as set out above.
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.
Any offering of the securities referred to in this announcement will be made 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 material. 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. 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).
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 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 Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement 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 Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, 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 Private Placement or otherwise. Accordingly, references in any subscription materials to the shares 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 respective affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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. 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 disclaims 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
