GasLog Ltd. Announces Completion of Private Placement of Common Shares
22 Juin 2020 - 1:45PM
GasLog Ltd. (“GasLog” or “the Company”) (NYSE: GLOG) today
announced that the company has sold 14,400,000 common shares at a
price of $2.50 per share for total gross proceeds of $36.0 million
through a private placement of unregistered common shares (the
“Private Placement”). The net proceeds of the Private Placement are
expected to be used for general corporate purposes. Approximately
75% of shares issued in the Private Placement were purchased by
GasLog’s directors and affiliates, including 6,500,000 common
shares purchased by Blenheim Holdings Ltd, wholly owned by the
Livanos family and 4,000,000 common shares purchased by a wholly
owned affiliate of the Onassis Foundation. In addition, members of
the Tung family, whose roots in shipping date back over 70 years,
purchased common shares in the Private Placement.
GasLog has agreed to enter into
a registration rights agreement with the purchasers
in the Private Placement other than Blenheim Holdings Ltd.,
pursuant to which GasLog will agree to file and maintain a
registration statement with respect to the resale of the common
shares on the terms set forth therein. Blenheim Holdings Ltd has
agreed not to sell the shares being purchased in the Private
Placement for a period of 180 days.
Our first quarter results announcement set out a
series of management actions to address the unprecedented market
disruption caused by the COVID 19 pandemic. We also updated the
market on the progress of the refinancing of our 2021 debt
maturities and the status of our interest rate and foreign exchange
swap exposures.
In order to further supplement the management
actions announced on May 6, 2020, the Board has decided to raise
$36 million, or 17.8% percent of shares outstanding of the Company
prior to the Private Placement, to increase liquidity and further
strengthen the capital structure of GasLog.
The Board decided to execute the financing on a
private placement basis with its core shareholders in order to
provide both certainty and minimise any disruption against a
volatile market backdrop.
Paul Wogan, CEO of GasLog said “I’m delighted
that our two major shareholders have provided this level of support
to the Company at this time - they have been a constant source of
support since the IPO in 2012. I’m also pleased to welcome the Tung
family, with their long maritime history and roots in Asia, as
shareholders. We look forward to working with them to deliver the
value inherent in the GasLog fleet and our leading operating and
commercial platform.”
Clarksons Platou Securities AS acted as
Financial Advisor to the Company. A special committee of the Board
of Directors of GasLog, comprised entirely of independent members,
reviewed the transaction. Evercore served as financial advisor to
the special committee.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein. The securities sold in the Private Placement have
not been registered under the Act and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.
Contacts:
Joseph Nelson Head of Investor Relations Phone: +1
212-223-0643
Email: ir@gaslogltd.com
About GasLog
GasLog is an international owner, operator and manager of LNG
carriers providing support to international energy companies as
part of their LNG logistics chain. GasLog’s consolidated fleet
consists of 35 LNG carriers. Of these vessels, 19 (14 on the water
and five on order) are owned by GasLog, one has been sold to a
subsidiary of Mitsui & Co., Ltd. and leased back to GasLog
under a long-term bareboat charter and the remaining 15 LNG
carriers are owned by the Company’s subsidiary, GasLog Partners.
GasLog’s principal executive offices are at 69 Akti Miaouli, 18537
Piraeus, Greece. Visit GasLog’s website at
http://www.gaslogltd.com.
Forward Looking Statements
All statements in this press release that are not statements of
historical fact are “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements that address
activities, events or developments that the Company expects,
projects, believes or anticipates will or may occur in the future,
particularly in relation to our operations, cash flows, financial
position, liquidity and cash available for dividends or
distributions, plans, strategies, business prospects and changes
and trends in our business and the markets in which we operate. We
caution that these forward-looking statements represent our
estimates and assumptions only as of the date of this press
release, about factors that are beyond our ability to control or
predict, and are not intended to give any assurance as to future
results. Any of these factors or a combination of these factors
could materially affect future results of operations and the
ultimate accuracy of the forward-looking statements. Accordingly,
you should not unduly rely on any forward-looking statements.
Factors that might cause future results and outcomes to differ
include, but are not limited to, the following:
- general LNG shipping market conditions and trends, including
spot and multi-year charter rates, ship values, factors affecting
supply and demand of LNG and LNG shipping, including geopolitical
events, technological advancements and opportunities for the
profitable operations of LNG carriers;
- fluctuations in charter hire rates, vessel utilization and
vessel values;
- increased exposure to the spot market and fluctuations in spot
charter rates;
- our ability to maximize the use of our vessels, including the
re-deployment or disposition of vessels which are not under
multi-year charters, including the risk that certain of our vessels
may no longer have the latest technology at such time which may
impact our ability to secure employment for such vessels as well as
the rate at which we can charter such vessels;
- changes in our operating expenses, including crew wages,
maintenance, dry-docking and insurance costs and bunker
prices;
- number of off-hire days and dry-docking requirements including
our ability to complete scheduled dry-dockings on time and within
budget;
- planned capital expenditures and availability of capital
resources to fund capital expenditures;
- our ability to maintain long-term relationships and enter into
time charters with new and existing customers;
- disruptions to the LNG, LNG shipping and financial markets
caused by global shutdown as a result of the COVID-19
pandemic;
- fluctuations in prices for crude oil, petroleum products and
natural gas;
- changes in the ownership of our charterers;
- our customers’ performance of their obligations under our time
charters and other contracts;
- our future operating performance and expenses, financial
condition, liquidity and cash available for dividends and
distributions;
- our ability to obtain debt and equity financing on acceptable
terms to fund capital expenditures, acquisitions and other
corporate activities, funding by banks of their financial
commitments, and our ability to meet our restrictive covenants and
other obligations under our credit facilities;
- future, pending or recent acquisitions of or orders for ships
or other assets, business strategy, areas of possible expansion and
expected capital spending;
- the time that it may take to construct and deliver
newbuildings and the useful lives of our ships;
- fluctuations in currencies and interest rates;
- the expected cost of and our ability to comply with
environmental and regulatory conditions, including with respect to
emissions of air pollutants and greenhouse gases, as well as future
changes in such requirements or other actions taken by regulatory
authorities, governmental organizations, classification societies
and standards imposed by our charterers applicable to our
business;
- risks inherent in ship operation, including the discharge of
pollutants;
- the impact of environmental liabilities on us and the shipping
industry, including climate change;
- our ability to retain key employees and the availability of
skilled labor, ship crews and management;
- potential disruption of shipping routes due to accidents,
diseases, pandemics, political events, piracy or acts by
terrorists;
- potential liability from future litigation;
- any malfunction or disruption of information technology systems
and networks that our operations rely on or any impact of a
possible cybersecurity event; and
- other risks and uncertainties described in the Company’s Annual
Report on Form 20-F filed with the SEC on March 6, 2020 and
available at http://www.sec.gov.
We undertake no obligation to update or revise any
forward-looking statements contained in this press release, whether
as a result of new information, future events, a change in our
views or expectations or otherwise, except as required by
applicable law. New factors emerge from time to time, and it is not
possible for us to predict all of these factors. Further, we cannot
assess the impact of each such factor on our business or the extent
to which any factor, or combination of factors, may cause actual
results to be materially different from those contained in any
forward-looking statement.
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