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AWILCO LNG ASA – KEY INFORMATION REGARDING POTENTIAL SUBSEQUENT OFFERING
06 Mar 2026 20:53 CET
Issuer
AWILCO LNG ASA
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, 6 March 2026: Reference is made to the stock exchange announcement by
Awilco LNG ASA ("Awilco LNG" or the "Company") earlier today on 6 March 2026
regarding a successful placement and conditional allocation of 77,311,998 new
shares in the Company (the "Offer Shares") at a price per Offer Share of NOK
3.25 (the "Offer Price"), raising gross proceeds to the Company of approx. NOK
251.3 million (the "Private Placement"), and a potential subsequent repair
offering (the "Subsequent Offering").
The completion of the Private Placement by issuance of the Offer Shares is
subject to approval by an extraordinary general meeting of the Company, expected
to be held on or about 30 March 2026 (the "EGM"), and certain other conditions.
The Company's board of directors (the "Board") has resolved to propose that the
EGM authorises the Board to resolve a share capital increase in connection with
a potential Subsequent Offering of up to 15,000,000 new shares in the Company
equal to approx. NOK 48.75 million. 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.
In accordance with the continuing obligations of companies listed on Euronext
Expand, the following key information is given with respect to the Subsequent
Offering:
- Date on which the terms and conditions of the repair issue were announced: 6
March 2026
- Last day including right to receive subscription rights: 6 March 2026
- First day excluding right to receive subscription rights: 9 March 2026
- Record date: 10 March 2026
- Date of approval: 30 March 2026, subject to approval by the EGM
- Maximum number of new shares: up to 15,000,000 new shares in the Company
- Subscription price: NOK 3.25 (the Offer Price)
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 subscription period for the Subsequent Offering (if applicable) is expected
to commence following publication of a prospectus, expected during Q2 2026.
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 (the "Manager") acts as advisor to the Company in
connection with the Private Placement and the Subsequent Offering.
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
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.
This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Expand and section 5-12
of the Norwegian Securities Trading Act.
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 or 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 of 1933, as amended (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 materials. 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 and the potential Subsequent
Offering. They will not regard any other person as its clients in relation to
the Private Placement or the Subsequent Offering and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the Private Placement or the
Subsequent Offering, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the Private Placement or the Subsequent Offering, 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, the Subsequent Offering, 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 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.
More information:
Access the news on Oslo Bors NewsWeb site
Source
AWILCO LNG ASA
Provider
Oslo Børs Newspoint
Company Name
AWILCO LNG
ISIN
NO0010607971
Symbol
ALNG
Market
Euronext Expand