NOT FOR DISTRIBUTION IN OR TO THE U.S. (OR TO U.S. PERSONS), BERMUDA, CANADA, AUSTRALIA, ITALY OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Golar LNG Limited ("Golar LNG" or the "Company") announces today that it intends to issue secured convertible bonds (the "Bonds") with a five-year tenor. The base offering size will be USD 200 million with an upsize option of USD 50 million. The total issue size can therefore amount to up to USD 250 million. The Bonds (each with a denomination of USD 100,000) will be offered in an accelerated bookbuilding to institutional investors outside of the U.S. only.
The Bonds will be convertible into common shares of the Company. The Bonds are expected to have a coupon in the range of 3.00% - 3.75% payable quarterly in arrear and a conversion premium of 25.0% - 30.0% over the volume weighted average price of the Company's shares on NASDAQ today (the "Reference Price"), subject to a minimum Reference Price of USD 44.00.
The Bonds will be secured by a pledge over subordinated units held by Golar LNG in Golar LNG Partners LP. The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature on March 7 2017. The Bonds are expected to be settled on or around 7 March 2012. The Bonds will not be listed on issue but Golar LNG may decide to list the Bonds on an exchange at a later stage.
The proceeds from the Bonds will be used for growth capital expenditure, repayment of short-term facilities and general corporate purposes. Golar LNG has a total of eleven LNG carriers and two floating storage and regasification units ("FSRU's") on order and is in addition actively involved in bidding processes for FSRU projects. This Bond issue will therefore provide attractive long-term financing for the Company's growth plans.
ABG Sundal Collier, Arctic Securities and Deutsche Bank AG are acting as Joint-Lead Managers and Joint Bookrunners. DnB Bank ASA and Nordea Bank Norge ASA are acting as Co-managers.
Golar LNG expects to announce the final terms and conditions in respect of the Bonds on 29 February 2012.
The Board of Directors
Golar LNG Limited
Hamilton, Bermuda
February 28, 2012
Questions should be directed to:
Brian Tienzo: Chief Financial Officer, Golar Management Ltd
+44 207 063 7900
Important Notice
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell or issue, or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require Golar LNG to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
This press release is not being issued in or to the United States of America, Canada, Australia, Bermuda, Japan, Italy or in any other jurisdiction in which such distribution would be prohibited by applicable law. This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The Bonds will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No offering of the Bonds is being made in the United States.
This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments who fall within Article 19(5) ("investment professionals") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are persons falling, within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. In addition, if and to the extent that this press release is communicated in, or the offered securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this press release and the offering described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.
The Joint Bookrunners are acting for the Company and no one else in connection with the offer of the Bonds and will not be responsible to any other person for providing the protections afforded to their client, or for providing advice in relation to the proposed offer of the Bonds.