FLEX LNG - Change of listing status on the Oslo Stock Exchange, ancillary exemptions applicable on the Oslo Stock Exchange, and ATM and DRIP equity offerings on the New York Stock Exchange (NYSE)
15 November 2022 - 4:05PM
November 15, 2022Hamilton, Bermuda
FLEX LNG Ltd. ("FLEX LNG" or the "Company") hereby announces
certain changes and exemptions applicable to its listing on the
Oslo Stock Exchange only, as well as a contemplated at-the-market
(“ATM”) offering and a dividend reinvestment plan (“DRIP”) specific
to the US market.
Secondary listing status on the Oslo
Stock Exchange and ancillary
exemptions:
Pursuant to the rules on the Oslo Stock
Exchange, the Company has applied for and been granted a change of
listing status from a primary to a secondary listing on the Oslo
Stock Exchange, effective as from November 18, 2022.
In connection with the change in listing status
and the below announcements, the Company has applied to the Oslo
Stock Exchange for and received exemption from the Oslo Rule Book
II section 4.8.4.4 (3) and the immediate disclosure obligation of
changes in its share capital in connection with certain equity
offers by the Company in the United States and on the NYSE,
provided, amongst other things, that the Company reports on a
monthly basis in accordance with the Norwegian Securities Trading
Act section 5-8 (2). The exemptions granted apply to the ATM
offering and the DRIP each up to USD 100 million of Company
ordinary shares.
Further, due to the Company's listing on NYSE,
it is subject to tender offer rules set out in the U.S. securities
laws. The Oslo Stock Exchange has, in its capacity as takeover
supervisory authority in Norway, on 14 November 2022, resolved to
exempt the Company from the Norwegian takeover rules set forth in
Chapter 6 of the Norwegian Securities Trading Act (the "Norwegian
Takeover Rules") with effect from 1 January 2023. Consequently,
following this date, the Company’s ordinary shares will not be
subject to the Norwegian Takeover Rules.
ATM and DRIP
in the US market
On November 15, 2022, the Company entered into
an Equity Distribution Agreement with Citigroup Global Markets Inc.
and Barclays Capital Inc. for the offer and sale of up to $100.0
million of the Company’s ordinary shares listed on NYSE, par value
$0.10 per share, through an at-the-market offering ("ATM"). The
Company has not sold any shares under the ATM as of the date of
this report and sales under the ATM are subject to final conditions
precedent.
On November 15, 2022, the Company filed a
registration statement to register the sale of up to $100 million
ordinary shares listed on NYSE pursuant to a dividend reinvestment
plan ("DRIP"), to facilitate investments by individual and
institutional shareholders who wish to invest dividend payments
received on shares owned or other cash amounts, in the Company's
ordinary shares on a regular basis, one time basis or otherwise. If
certain waiver provisions in the DRIP are requested and granted
pursuant to the terms of the plan, the Company may grant additional
share sales to investors from time to time up to the amount
registered under the plan. The DRIP is subject to final conditions
precedent.
The ATM and the DRIP offerings are specific to
the US market and will only be available on the NYSE and further
information is available on the U.S. Securities and Exchange
Commission’s (the “SEC”) website located at www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, sell, or solicit
any securities or any proxy vote or approval, nor shall there be
any sale of securities in any jurisdiction, including Norway, in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities under either the ATM or the
DRIP shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended. These offerings will be made pursuant to separate
effective registration statements, including U.S. prospectuses,
previously filed with the SEC and available on its website located
at www.sec.gov.
For further information, please contact:
Mr. Knut Traaholt, Chief Financial Officer of Flex LNG
Management ASTelephone: +47 23 11 40 00Email: ir@flexlng.com
About FLEX LNG
Flex LNG is a shipping company focused on the
growing market for Liquefied Natural Gas (LNG). Our fleet consists
of thirteen LNG carriers on the water and all of our vessels are
state-of-the-art ships with the latest generation two- stroke
propulsion (MEGI and X-DF). These modern ships offer significant
improvements in fuel efficiency and thus also carbon footprint
compared to the older steam and four-stroke propelled ships. We
have built up a significant contract backlog, having fixed 12 of
our 13 vessels on long term fixed-rate charter contracts. Flex LNG
is listed both on the New York Stock Exchange (NYSE) and Oslo Stock
Exchange (OSE) under the ticker "FLNG". For more information, go
to: www.flexlng.com
This announcement may contain forward-looking statements,
including ‘forward-looking statements’ within the meaning of the
United States Private Securities Litigation Reform Act of 1995.
Words such as “will”, “aim”, “expects”, “anticipates”, “intends”,
“plans”, “believes”, “estimates”, “projects”, “forecasts”, “may”,
“should”, or the negative of these terms and other similar
expressions of future performance or results, and their negatives,
are intended to identify such forward-looking statements. These
forward-looking statements are based upon current expectations and
assumptions regarding anticipated developments and other factors
affecting the Company. They are not historical facts, nor are they
guarantees of future performance.
Where the Company expresses an expectation or belief as to
future events or results, such expectation or belief is expressed
in good faith and believed to have a reasonable
basis. However, because these forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties, there are important factors that could cause actual
results to differ materially from those expressed, projected or
implied by these forward-looking statements. In light of these
risks and uncertainties, undue reliance should not be placed on
forward-looking statements contained in this release because they
are statements about events that are not certain to occur as
described or at all.
Except to the extent required by applicable law or regulation,
the Company undertakes no obligation to release publicly any
revisions or updates to these forward-looking statements to reflect
new information future events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events.
Please see the Company’s filings with the SEC for a more complete
discussion of certain of these and other risks and uncertainties.
The information set forth herein speaks only as of the date hereof,
and the Company disclaims any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this communication.
This information is subject to the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
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