FLEX LNG LTD – IMPLEMENTATION OF RE-DOMICILIATION TO BERMUDA. CHANGE OF ISIN Reference is made to the shareholders meeting in Flex LNG Ltd (the “Company”) held on 15 May 2017 whereby it was resolved that the Company shall re-domicile from the British Virgin Islands to Bermuda (the “Re-domiciliation”).
The Re-domiciliation is expected to become effective on 8 June 2017, and will be carried out as a continuation of the Company in accordance with section 184 of the BVI Business Companies Act and sections 132C through 132F of the Bermuda Companies Act. Under the Bermuda Companies Act, the Re- domiciliation is not deemed to create a new legal entity or prejudice or affect the continuity of the former BVI entity, and the Company will accordingly continue in Bermuda.
When the Re-domiciliation takes effect, shareholders of the Company will automatically continue to hold shares in the Company continued in Bermuda, and the Company will not as a result of the Re-domiciliation be regarded as having issued new shares.
The shares of the Company (the “Shares”) are currently registered on ISIN VGG359451074 and trading under the ticker “FLNG”. The Shares will assume a new ISIN BMG359471031 in connection with the Re-domiciliation pursuant to the timeline below:
8 June 2017: Inclusive date. The last day the Shares will trade under the current ISIN VGG359451074.
9 June 2017: Effective date, i.e. first date the Shares will trade under the new ISIN BMG359471031.
13 June 2017: ISIN change in VPS effective.
The Company’s ticker code on Oslo Axess (FLNG) will not change in connection with the Re-domiciliation.
The Re-domiciliation requires the Company to adopt new bye- laws conforming to the requirements of the Bermuda Companies Act and other Bermuda legislation. New bye-laws were approved by the Company’s shareholders in the shareholders’ meeting on 15 May 2017, and will take effect upon completion of the Re-domiciliation. The bye-laws will be available on the Company’ website www.flexlng.com. Attached hereto is a summary of the Company’s new bye-laws and certain aspects of Bermuda law.
Upon completion of the Re-domiciliation, the Company’s Board of Directors will consist of David McManus (Chairman), Marius Hermansen, Ola Lorentzon, Georgina Sousa and Claire Burnard.
Please see attached press releases on the re-domiciliation to Bermuda, including a summary of the new M&A’s.