Avance Gas Holding Ltd : Avance Gas Holding Ltd - Private placement successfully completed

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT

Avance Gas Holding Ltd - Private placement successfully completed

Bermuda, 21 October 2016. Avance Gas Holding Ltd ("Avance Gas" or the "Company") is pleased to announce that the private placement of new shares (the "Offer Shares") announced on 20 October 2016 (the "Private Placement"), has been successfully completed at NOK 17 per Offer Share, raising gross proceeds of approximately NOK 455 million (approximately USD 55 million) through the issuance of 26,750,000 Offer Shares.

The successful completion of the Private Placement also means that the Company fulfils the equity condition in its amended financing terms, as described in the stock exchange announcements on 20 October 2016.

Notifications of allocations of Offer Shares will be distributed on or about 21 October 2016. The due date for payment for allocated Offer Shares is 25 October 2016. Following issuance of the Offer Shares, the issued share capital of the Company will be USD 62,027,972 comprising 62,027,972 shares, each with a par value of USD 1.00.

The Offer Shares issued in the Private Placement will be registered on a separate ISIN BMG067231115 and, subject to timely payment, be delivered to the investors having been allocated the shares on or about 25 October 2016. The Offer Shares will be registered under the Company's ordinary ISIN and listed on Oslo Børs when a listing prospectus, approved by the Financial Supervisory Authority of Norway, has been published by the Company, which is expected to be on or about 27 October 2016. Trading in the Offer Shares on Oslo Børs is hence expected to commence on or about 27 October 2016.

The Company will carry out a subsequent offering (the "Subsequent Offering") of up to 2,500,000 new shares in the Company raising gross proceeds of up to NOK 43 million (approximately USD 5 million). The Subsequent Offering will, on the basis of the Prospectus, be directed towards shareholders who (i) are holding less than 63,000 shares as of 20 October 2016, as registered with the VPS as of expiry of 24 October 2016, (ii) are not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-transferable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus. The subscription price in the Subsequent Offering is NOK 17 per share, equal to the subscription price in the Private Placement.

The Company's board of directors has assessed the Private Placement in light of the equal treatment requirement, balanced the considerations that speak for and against carrying out the Private Placement and concluded that the completion of the Private Placement in combination with the Subsequent Offering provide a financing solution which is in the common interest of the Company and its shareholders.

ABN AMRO, Danske Bank, DNB Markets and Nordea Markets are acting as Joint Bookrunners and Credit Agricole CIB, SEB and Swedbank are acting as Joint Managers (together, the "Managers") in the Private Placement and the Subsequent Offering.

For further queries, please contact:

Christian Andersen, President
Tel: +47 22 00 48 05 / Email: [email protected]

Peder C. G. Simonsen, CFO
Tel: +47 22 00 48 15 / Email: [email protected]

About Avance Gas
Avance Gas operates in the global market for transportation of liquefied petroleum gas (LPG). The Company is one of the world's leading owners and operators of very large gas carriers (VLGCs), operating a fleet of fourteen modern VLGC ships.

Important information
This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.

In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.