Exmar, the listed Belgian gas carrier company and Geveran, a company controlled by John Fredriksen, plus Flex LNG, an Oslo listed company in which Geveran has a 82% stake, have decided to merge their LNG interests, Flex LNG said in a statement.
Flex LNG, which is headquartered in London, will change its name to Exmar LNG following the completion of the transaction, which is planned for 3Q15.
The merged fleet will comprise six LNG carriers, of which four are under construction and will be the most recent generation of LNG carriers with Main Engine Gas Injection (MEGI) propulsion system. It will also have five Floating Storage and Regasification Units (FSRUs), of which one is under construction to become the world’s first regasification barge, and two Floating Liquefaction Units (FLNGs) currently under construction, of which Caribbean FLNG will be the world’s first FLNG unit to be delivered in 1Q16 under a long term contract to Pacific Rubiales.
The company will also have total of 80 years 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 five different FLNG exclusivity agreements and four different FSRU exclusivity agreements.
In the transactions, Exmar will transfer its LNG and LNGi assets and projects to Flex LNG by way of the it acquiring 100% of the shares in Exmar’s subsidiary, Exmar Energy Hong Kong Limited in exchange for 323,723,775 new shares in the company. Exmar HK’s main assets will be 50% ownership stakes in two existing LNG carriers, five FSRUs and 100% ownership stakes in two FLNG units currently under construction.
“The parties have agreed that up to 45,221,115 of the shares issued to Exmar are callable by the company contingent on the achieved earnings from the Caribbean FLNG vessel,” Flex LNG said.
Further, Geveran will, through its affiliates, transfer two LNG vessels under construction to the company in exchange for 49,566,724 shares in the company. “The acquisition will be completed by way of the company acquiring 100 % of the shares in Special Purpose Vehicles (SPVs). All share amounts are subject to adjustments for actual balance items on credit/debit basis as per audited figures 30 June 2015,” Flex LNG said.