EXMAR to create an Integrated LNG Company with FLEX and GEVERAN

ExmarLNG

EXMAR is pleas
ed to announce that it has
agreed with Flex LNG
(“FLEX or

bbn.firetrench.com

ftd.firetrench.com

t
he 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 asset
s 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
C
ompany will be known as EXMAR LNG Ltd
following the T
ransaction
, which is
ex
pected to close
during the 3
rd
Q
uarter of 2015, subject to
satisfaction of certain conditions, including satisfactory due
diligence, agreement on definitive transaction documents, shareholder approvals, receipt of al
l
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 b
e 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 y
ears 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 agreement
s
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 8
23
.3
million, creating one of
the largest independent floating LNG infra
structure 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 GEVER
AN 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 sh
ares 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 alo
ng the LNG value chain and
cover
ing
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

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