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Takeover offer for LNGL recommended to shareholders

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LNG Industry,

LNG Limited (LNGL) has announced that it has entered into a bid implementation agreement (BIA) with LNG9 Pte Ltd (LNG9) pursuant to which LNG9 will make an offer to acquire all of the issued ordinary shares of LNGL under the terms of an off-market takeover bid.

LNGL has over the last year evaluated many potential corporate and asset transactions to provide liquidity and value for shareholders and considers that the LNG9 offer is the most attractive offer currently available for LNGL shareholders.

The Directors of LNGL will therefore unanimously recommend that LNGL shareholders accept the offer in the absence of a superior proposal being received.

Proposal highlights

  • LNG9 desires to acquire 100% of the outstanding LNGL shares, which includes all shares underlying the outstanding LNGL sponsored ADRs (LNGLY), and to potentially take the company private.
  • Under the terms of the offer, LNGL shareholders will receive US$0.13 in cash per share (or the Australian dollar equivalent), valuing the share capital of LNGL at approximately US$75 million.
  • The offer price approximates A$0.198 per LNGL share, applying an A$/US$ exchange rate of approximately 0.66/1 as of 27 February 2020, the trading day prior to the date of this announcement.
  • The offer represents a 72% premium to the closing price of LNGL’s shares on the ASX of A$0.115 on the trading day prior to the date of this announcement, valuing the share capital of LNGL at approximately A$114 million, and a 48% premium to LNGL’s 30-day volume weighted average price (VWAP) on ASX of A$0.133 over the 30 trading days prior to the date of this announcement.
  • The offer is subject to LNG9 receiving acceptances in respect of at least 90% of ordinary shares and to other conditions in the company’s full release.
  • Additionally, First Wall Street Capital Corp. (Lender) has agreed to provide bridge financing to LNGL in the form of a non-revocable senior secured convertible note financing facility, for the purposes of facilitating ongoing marketing and development of LNGL’s projects, and to meet LNGL’s working capital requirements, including its transaction costs.

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