EXMAR is pleased to announce that it has agreed with Flex LNG (“FLEX or the Company”) and Geveran Trading Co. Ltd. (“GEVERAN”) (a company indirectly controlled by trusts established by John Fredriksen for the benefit of his immediate family) on the main terms of a transaction whereby GEVERAN’s Liquefied
Natural Gas (“LNG”) assets and EXMAR’s LNG assets and Liquefied Natural Gas Infrastructure (“LNGI”) will be contributed to the Company, which already owns LNG assets, in exchange for new shares in the Company issued to EXMAR and GEVERAN (the “Transaction”).
The Company will be known as EXMAR LNG Ltd following the Transaction, which is expected to close during the 3rd Quarter of 2015, subject to satisfaction of certain conditions, including satisfactory due diligence, agreement on definitive transaction documents, shareholder approvals, receipt of all stakeholders approvals and receipt of all regulatory and financial institutions approval.
Upon completion of the Transaction, the Company will own interests mainly in:
– Six (6) LNG carriers (“LNGc”), out of which four (4) are under construction and will be the most
recent generation of LNG carriers with Main Engine Gas Injection (MEGI) propulsion system,
– Five (5) Floating Storage and Regasification Units (“FSRU”), of which one (1) is under construction
to become the world’s first regasification barge,
– Two (2) Floating Liquefaction Units (“FLNG”) currently under construction of which Caribbean FLNG
which will be the world’s first FLNG unit to be delivered in the 1st Quarter 2016 under a long – term
contract to Pacific Rubiales (ticker: PRE),
– A total of 80 years of combined firm time charters with reputable companies, whereof the six sailing
units will have on average 11 years firm contracts and the Caribbean FLNG will have 15 years firm
contract from delivery, and
– A total of 5 different exclusivity agreements in FLNG and 4 different exclusivity agreements in FSRU.
Upon completion of the Transaction, the Company will have an estimated enterprise value of
approximately USD 2.3 billion and an equity value of approximately USD 823.3 million, creating one of
the largest independent floating LNG infrastructure players in the market.
Upon completion of the Transaction, EXMAR will own 323, 723, 775 shares in the Company, equaling 64.6
per cent of the outstanding shares and votes, and GEVERAN will own 153, 748, 561 shares in the
Company, equaling 30.7 per cent of the outstanding shares and votes (in each case subject to
adjustments as described below). As a result, EXMAR will trigger an obligation to make a mandatory offer
for the remaining shares in the Company within four weeks of the completion of the Transaction pursuant
to chapter 6 of the Norwegian securities trading act. GEVERAN has undertaken not to tender its shares in
the mandatory offer.
The Company will be integrating liquefaction, shipping and regasification assets, effectively becoming a
one-stop-shop along the LNG value chain and covering the full spectrum from small scale to large scale
floating LNG infrastructure solutions. The ambition is to pursue further growth within the LNG value chain.
The Company has a significant portfolio of ongoing commercial tender projects and exclusive partnering
agreements. The intention is to finance such growth with cash generated from existing projects, private
and public debt and potentially new equity.
The Company intends to remain listed on Oslo Axess under its new name, and will prepare a listing
prospectus for the shares to be issued in connection with the Transaction.
Nicolas Saverys (Chief Executive Officer of EXMAR) commented: “We are excited about this new
combination of strength with FLEX LNG and GEVERAN. This new venture will enable us to create
shareholders’ value for the long term and will allow us to continue to grow in all segments of the LNG
value chain. We are deeply committed to making this a success for all stakeholders and existing as well as
future customers.”
Commenting on the Transaction, John Fredriksen said: “I have known Nicolas Saverys and EXMAR for
more than 30 years. They have developed an impressive technical platform within the LNG industry.
Together I believe we are uniquely positioned to grow and develop this company to the benefit of all
shareholders. I am very enthusiastic about this partnership.”
David McManus, chairman of the board of directors of FLEX LNG said: “Since completing the restructuring
of the Company it was clear that the next step was to create strong partnerships with industry players to
grow the company into a major force in the LNG value chain. This process started with the investment in
the Company by GEVERAN and I believe that now combining our efforts with EXMAR, a company that has
been at the forefront of the technological developments for decades, positions the Company to maximize
shareholders’ value in the long term.”
The Transaction
Pursuant to the Transaction, EXMAR will transfer its LNG and LNGi assets and projects to the Company by
way of the Company acquiring 100% of the shares in EXMAR’s subsidiary, Exmar Energy Hong Kong
Limited (“EXMAR ENERGY HK”) in exchange for 323, 723, 775 new shares in the Company. EXMAR ENERGY
HK’s main assets will be 50% ownership stakes in two (2) existing LNG carriers, five (5) Floating Storage
and Regasification Units (FSRU), of which one is under construction to become the world’s first
regasification barge, and 100% ownership stakes in two (2) Floating Liquefaction Units (FLNG) currently
under construction. The parties have agreed that up to 45, 221, 115 of the shares issued to EXMAR are
callable by FLEX contingent on the achieved earnings from the Caribbean FLNG vessel.
Further, GEVERAN will, through its affiliates, transfer two (2) LNG vessels under construction to the
Company in exchange for 49, 566, 724 shares in the Company. The acquisition will be completed by way of
the Company acquiring 100 % of the shares in Special Purpose Vehicles (SPVs).
All share amounts are subject to adjustments for actual balance items on credit/debt basis as per audited
figures on 30th June 2015.
The relative valuation between FLEX, EXMAR and GEVERAN is based upon multiple valuation principles.
The FLEX and GEVERAN valuations are based upon the contracting price of their shipbuilding contracts
and other incurred costs related to the construction process. A similar approach is applied on the
uncontracted EXMAR shipbuilding contracts, while existing vessels and the Caribbean FLNG valuation is
based on various cash flow and multiple assessments. As basis for its considerations, the Company’s
board has among other things received a fairness opinion from Arctic Securities AS which concludes that
the shares to be issued to GEVERAN and EXMAR represent a fair compensation from the Company for
entering into the Transaction.
The Company will in due course send a notice of extraordinary general meeting to approve relevant
aspects of the Transaction (including issuance of the consideration shares). The Company will also
propose to change the composition of its board of directors as a result of the new ownership structure in
the Company. Following completion of the Transaction, it is expected that the Company will have Nicolas
Saverys as Chairman of the Board and Bart Lavent as its Chief Executive Officer.
