Piraeus, Greece, June 22, 2020 (GLOBE NEWSWIRE) — 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.
Head of Investor Relations
Phone: +1 212-223-0643
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.