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)
November 15, 2022
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 184.108.40.206 (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 AS
Telephone: +47 23 11 40 00
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.
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