CORPORATE GOVERNANCE & SHAREHOLDER POLICY
FLEX LNG is listed on the Oslo Stock Exchange (Oslo Børs) and is subject to Norwegian securities legislation and stock exchange regulations. The Company’s corporate governance principles are based on the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board (the “Code of Practice”), most recently revised on 30 October 2014. FLEX LNG will implement aspects of the Code of Practice and has approved and implemented specific corporate governance rules and guidelines. The Company’s corporate governance will be reported in the annual report and accounts, and any deviations from the Code of Practice will be explained therein. The Company will also look to comply with the material aspects of the Oslo Bors Code of Practice for IR. The main deviation from this code is that the Company does not currently meet the 45 day publication date for its reports, given the current commercial position of the company this is believed to be acceptable. Additional variations are highlighted in the narrative below.
TOP 20 SHAREHOLDERS
Please click here for a list of our top 20 shareholders.
The company does not believe that it is necessary to publish a list of beneficial owners given the current ownership structure.
PRIMARY INSIDER TRADES
Disclosures in the last 12 months:
DISCLOSURE OF LARGE SHAREHOLDINGS
Shareholding disclosure obligations applicable to shares in the Company are regulated by sections 4-2 and 4-3 of the Norwegian Securities Trading Act and chapter 4 of the Norwegian Securities Regulations. The thresholds for disclosure are as follows; if a person’s, entity’s or consolidated group’s proportion of shares and/or rights to shares in the Company reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of the company, the person, entity or group in question has an obligation to notify Oslo Børs immediately, who will publish the notice. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company’s share capital.
Disclosures in the last 12 months:
The Company is subject to Norwegian take-over rules regarding mandatory and voluntary bid, detailed in the Norwegian Securities Trading Act chapter 6. The authority that supervises the takeover rules is the Norwegian authorities (Oslo Stock Exchange). The Norwegian take-over rules distinguish between voluntary and mandatory offers. A voluntary offer is an offer that, if accepted by the recipients of the offer, triggers a mandatory offer obligation for the offeror. A mandatory offer for the remaining shares in the Company is triggered if the offeror (either through a voluntary offer or otherwise) becomes owner of more than 1/3 of the voting rights in the Company (with repeat triggers at 40% and 50%). Additionally where the holding goes over 90% compulsory acquisition rules apply to the remaining shares.
Under a mandatory offer the price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. However, if it is clear that the market price was higher when the mandatory offer obligation was triggered, the offer price shall be at least as high as the market price. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered.
When a mandatory offer obligation has been or will be triggered, the relevant shareholder shall immediately notify the take-over supervisory authority (who will publish the notice) and the Company accordingly. The notification shall state whether an offer will be made to acquire the remaining shares in the Company or whether a sale will take place. As a main rule, a notification to the effect that an offer will be made cannot be retracted.
A decision to make a voluntary offer must be notified to the take-over supervisory authority and the Company once the decision is made and shall be published by the take-over supervisory authority (Oslo Stock Exchange). The voluntary offer must be made within reasonable time following a decision to make the offer. The offeror may offer consideration in the form of cash, securities, a combination of cash and securities or other forms of consideration
SQUEEZE-OUT AND SELL-OUT PROVISIONS
The Company is subject to legislation of Bermuda in regards to squeeze-out and sell out provisions as Flex LNG Ltd is a company established in Bermuda. Where a tender offer is accepted by the holders of 90% or more of the offerees, the Bermuda Companies Act 1981 provides that the offeror may compulsorily acquire the remaining shares within 4 months of the date of the offer on the same terms of the offer. The Bermuda Companies Act 1981 also provides that the holders of 95% or more of the shares in the company (the ‘purchasers’) may at any time serve notice of their intention to compulsorily acquire the remaining shares of the company at the price set out in the notice. If any remaining shareholder is unwilling to sell to the purchasers at the price set out in the purchasers’ notice, the remaining shareholder may apply to the court to appraise the value of their shares and in such a case, the purchasers will be obliged to buy the shares at the price fixed by the court. The Norwegian compulsory acquisition regulations under section 4-25 of the Norwegian Public Limited Companies Act and section 6-22 of the Norwegian securities Trading Act do not apply.
NORWEGIAN TAX EXEMPT METHOD
FLEX LNG Ltd is currently tax resident of Bermuda. Bermuda is outside the European Union and the exemption method will not be applied to the Company’s shareholders.
The Company’s home-state for requirements for periodic information according to the Norwegian Securities Trading Act section 5-4, disclosure requirements of acquisitions of large shareholdings, rights to shares and voting rights section 4-2, obligations to prepare prospectus section 7-7 (4), cf. section 7-9 is Norway.
GENERAL SHARE INFORMATION
The Company is incorporated in Bermuda as a limited liability company, has one class of shares, at 30/04/2017 it had 278,418,038 shares in issue, the shares are listed on the Oslo Stock Exchange, and the Company has entered into a registrar agreement with DnB NOR Bank ASA with ISIN NO VGG359451074. Contact details: DnBNOR Markets, Verdipapirservice, Tel. +47 22 94 93 18 +47 22 94 93 18, E-mail: firstname.lastname@example.org. The DnB NOR Registrar will act as registered shareholder for all the shares in the company and will hold such shares on behalf of beneficial owners. The entitlement to the shares will be registered by DnB NOR Registrar in the Norwegian Central Depository (VPS). Please see www.oslobors.no for share price information under ticker FLNG.
As the Group has yet to produce stable cash flows, dividends will not be considered in the near term. No dividends have been paid in the last three years.
The following prospectus was issued in 2017. No other prospectuses have been issued in the last three years.
Historically the company has funded its operations via the issuance of share capital. In 2017 the Company completed two private placements as part of an asset transfer and approximately US$ 225m was raised. At the same time the Company took on a $270m revolving credit facility with an affiliate of its largest shareholder to part fund the asset purchases. Following the receipt of the private placement proceeds $110m of the revolving credit facility was repaid. At delivery of the newbuildings the Company expects to take on additional bank debt to cover the remaining instalments due.
All recent Press Releases and Announcements can be found here.
ARTICLES OF ASSOCIATION
Please click here for a copy of our Articles of Association.
BOARD OF DIRECTORS
Please click here for details on our Board of Directors.
SENIOR MANAGEMENT AND STAFF
Please click here for details on our Management Team.
DIRECTORS AND SENIOR MANAGEMENT SHARES / OPTIONS
There is currently no share option scheme.
The Company’s corporate governance report is contained in the annual reports and accounts. Please click here for further details.
CORPORATE AND SOCIAL RESPONSIBILITY
Details on the Company’s Values and Ethics and Business Strategy and Vision can be found here.
The company has adopted the following policy in relation to investor relations.
Please click here for a copy of our Financial Calendar.