- Capital Markets
- FLNG 2017
Issuer: FLEX LNG Ltd.
Type of Offering: Private Placement of Shares
Offering Size: USD 125 million
No investment may be made solely on the basis of the term sheet above. By making an investment, investors will be deemed to have reviewed and agreed to the contents of the Term Sheet, the Application Agreement and the Investor Presentation referred to under the section “Transaction Documents” above.
This term sheet is confidential and not for general distribution and shall not constitute an offer to buy, sell or subscribe for any securities. The term sheet is not for distribution in the United States, except in certain circumstances to Qualified Institutional Buyers, as defined in rule 144A under the U.S. Securities Act and to "major U.S. institutional investors” as defined in Rule 15a-6 under the U.S. Exchange Act of 1934. No public solicitations relating to a possible transaction in connection with the term sheet are being made or will be made, directly or indirectly, in the United States. Any securities that may be delivered in connection with the term sheet will not be registered under the US Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURSIDICTION WHERE IT IS UNLAWFUL TO DO SO. THIS PAGE AND THE CONTENTS CONTAINED HEREIN AND THE ATTACHMENTS HERETO MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED
United States: With regard to U.S. Applicants, each Applicant hereby confirms that it is either (A) a "qualified institutional buyer" (a "QIB") as defined in Rule 144A under the U.S. Securities Act of 1933 (the "U.S. Securities Act") acquiring Securities for its own account or for one or more accounts each of which is a QIB in a transaction exempt from the registration requirements under the U.S. Securities Act, or (B) purchasing and applying for Securities in an offshore transaction, as defined in, and meeting the requirements of, Regulation S under the U.S. Securities Act. In the case of (A) above, the Applicant confirms that it has received the form of U.S. Investor Representation Letter (Exhibit I) to be completed in connection with its Application hereunder and that it is required to execute and deliver said U.S. Investor Representation Letter
United Kingdom: Each UK Applicant confirms that it understands that the Private Placement has only been communicated to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Applicant understands that the Securities may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons"). Any application or subscription for the Securities is available only to relevant persons and will be engaged in only with relevant persons