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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FLEX LNG Ltd | NYSE:FLNG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.08 | -0.28% | 28.38 | 28.42 | 27.95 | 28.33 | 393,238 | 01:00:00 |
Islands of Bermuda
|
N/A
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(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|||
Non-accelerated filer
|
☐ (Do not check if a smaller reporting company)
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Smaller reporting company
|
☐
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Page
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|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
ii
|
PROSPECTUS SUMMARY
|
1
|
RISK FACTORS
|
4
|
USE OF PROCEEDS
|
5
|
SELLING SECURITYHOLDERS
|
6
|
PLAN OF DISTRIBUTION
|
7
|
LEGAL MATTERS
|
9
|
EXPERTS
|
9
|
• |
general liquid natural gas (“LNG”) shipping market conditions, including fluctuations in charter rates and vessel values;
|
• |
the volatility of prevailing spot market charter rates;
|
• |
our future operating or financial results;
|
• |
global and regional economic and political conditions and developments, armed conflicts, including the recent conflicts between Russia and
Ukraine, and the developments in the Middle East, as well as any escalation in the armed conflict in Israel and Gaza, which remain ongoing as of the
date of this prospectus and terrorist activities, trade wars, tariffs, embargoes and strikes;
|
• |
stability of Europe and the Euro;
|
• |
the central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates;
|
• |
our business strategy and expected and unexpected capital spending and operating expenses, including dry-docking, surveys, upgrades, insurance costs, crewing and bunker costs;
|
• |
our expectations of the availability of vessels to purchase, the time it may take to construct new vessels and risks associated with vessel construction and vessels' useful lives;
|
• |
LNG market trends, including charter rates and factors affecting supply and demand;
|
• |
the supply of and demand for vessels comparable to ours, including against the background of possibly accelerated climate change transition worldwide which would have an
accelerated negative effect on the demand for fossil fuels, including natural gas, and thus transportation of LNG;
|
• |
our financial condition and liquidity, including our ability to repay or refinance our indebtedness and obtain financing in the future to fund capital expenditures, acquisitions and other
general corporate activities;
|
• |
our ability to enter into and successfully deliver our vessels under time charters or other employment arrangements after our current charters expire and our ability to earn income in the spot
market (which includes vessel employment under single voyage spot charters and time charters with an initial term of less than six months);
|
• |
our ability to compete successfully for future chartering opportunities and newbuilding opportunities (if any);
|
• |
our ability to perform under the long-term contracts to which we currently are, or in the future may become, a party;
|
• |
the extent to which charterers of vessels in Our Fleet (as defined below) exercise their options (if any) to extend the time charters for the applicable vessels;
|
• |
estimated future maintenance and replacement capital expenditures;
|
• |
the expected cost of, and our ability to comply with, governmental regulations, including environmental regulations, maritime self-regulatory organization standards, as well as standard
regulations imposed by our charterers applicable to our business;
|
• |
customers’ increasing emphasis on environmental and safety concerns;
|
• |
availability of and ability to maintain skilled labor, vessel crews and management;
|
• |
our anticipated incremental general and administrative expenses as a publicly traded company;
|
• |
business disruptions, including supply chain disruption and congestion, due to natural or other disasters or otherwise;
|
• |
potential physical disruption of shipping routes due to accidents, climate-related incidents, and public health threats; and
|
• |
our ability to maintain relationships with major LNG producers and traders.
|
• |
changes in governmental rules and regulations or actions taken by regulatory authorities including the implementation of new environmental regulations;
|
• |
fluctuations in currencies and interest rates;
|
• |
changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers' abilities to perform under existing time charters;
|
• |
shareholders’ reliance on the Company to enforce the Company’s rights against contract counterparties;
|
• |
dependence on the ability of the Company’s subsidiaries to distribute funds to satisfy financial obligations and make dividend payments;
|
• |
the length and severity of epidemics and pandemics, including the novel coronavirus (“COVID-19”) and its impact on across our business on demand, operations in China and the Far East and
knock-on impacts to our global operations;
|
• |
potential liability from future litigation, related to claims raised by public-interest organizations or activism with regard to failure to adapt or mitigate climate impact;
|
• |
the arresting or attachment of one or more of the Company’s vessels by maritime claimants;
|
• |
potential requisition of the Company’s vessels by a government during a period of war or emergency;
|
• |
treatment of the Company as a “passive foreign investment company” by U.S. tax authorities;
|
• |
being required to pay taxes on U.S. source income;
|
• |
the Company’s operations being subject to economic substance requirements;
|
• |
the potential for shareholders to not be able to bring a suit against the Company or enforce a judgement obtained against the Company in the United States;
|
• |
the failure to protect the Company’s information systems against security breaches, or the failure or unavailability of these systems for a significant period of time;
|
• |
the impact of adverse weather and natural disasters;
|
• |
potential liability from safety, environmental, governmental and other requirements and potential significant additional expenditures related to complying with such regulations;
|
• |
any non-compliance with the amendments by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or
IMO, (the amendments hereinafter referred to as IMO 2020) to Annex VI to the International Convention for the Prevention of Pollution from Ships 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL
73/78 and herein as MARPOL, which will reduce the maximum amount of sulfur that vessels may emit into the air and has applied to us as of January 1, 2020;
|
• |
damage to storage and receiving facilities;
|
• |
impacts of supply chain disruptions that began during the COVID-19 pandemic and the resulting inflationary environment;
|
• |
technological innovation in the sector in which we operate and quality and efficiency requirements from customers;
|
• |
increasing scrutiny and changing expectations with respect to environmental, social and governance policies;
|
• |
the impact of public health threats and outbreaks of other highly communicable diseases;
|
• |
technology risk associated with energy transition and fleet/systems renewal including in respect of alternative propulsion systems;
|
• |
the impact of port or canal congestion;
|
• |
the length and number of off-hire periods, including in connection with dry-dock periods; and
|
• |
other factors discussed in "Item 3. Key Information—D. Risk Factors" of our 2022 Annual Report (as defined below).
|
Vessel Name
|
Cargo Capacity (cbm)
|
Propulsion(1)
|
Year Built
|
Shipyard(2)
|
Charter expiration(3)
|
Expiration with Charterer options (4)
|
||||||
Flex Endeavour
|
173,400
|
MEGI
|
2018
|
DSME
|
Q3 2030
|
Q1 2033
|
||||||
Flex Enterprise
|
173,400
|
MEGI
|
2018
|
DSME
|
Q2 2029
|
NA
|
||||||
Flex Ranger
|
174,000
|
MEGI
|
2018
|
SHI
|
Q1 2027
|
NA
|
||||||
Flex Rainbow
|
174,000
|
MEGI
|
2018
|
SHI
|
Q1 2033
|
NA
|
||||||
Flex Constellation
|
173,400
|
MEGI
|
2019
|
DSME
|
Q2 2024
|
Q2 2027
|
||||||
Flex Courageous
|
173,400
|
MEGI
|
2019
|
DSME
|
Q1 2025
|
Q1 2029
|
||||||
Flex Aurora
|
174,000
|
X-DF
|
2020
|
HSHI
|
Q2 2026
|
Q2 2028
|
||||||
Flex Amber
|
174,000
|
X-DF
|
2020
|
HSHI
|
Q2 2029
|
NA
|
||||||
Flex Artemis
|
173,400
|
MEGI
|
2020
|
DSME
|
Q3 2025
|
Q3 2030
|
||||||
Flex Resolute
|
173,400
|
MEGI
|
2020
|
DSME
|
Q1 2025
|
Q1 2029
|
||||||
Flex Freedom
|
173,400
|
MEGI
|
2021
|
DSME
|
Q1 2027
|
Q1 2029
|
||||||
Flex Volunteer
|
174,000
|
X-DF
|
2021
|
HSHI
|
Q1 2026
|
Q1 2028
|
||||||
Flex Vigilant
|
174,000
|
X-DF
|
2021
|
HSHI
|
Q2 2031
|
Q2 2033
|
(1)
|
As used in this prospectus, “MEGI” refers to M-type Electronically Controlled Gas Injection propulsion systems and “X-DF” refers to Generation X Dual Fuel
propulsion systems.
|
(2)
|
As used in this prospectus, “DSME” means Daewoo Ship building and Marine Engineering Co. Ltd., “SHI” means Samsung Heavy Industries, and “HSHI” means
Hyundai Samho Heavy Industries Co. Ltd. Each is located in South Korea.
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(3)
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The expiration of our charters is subject to re-delivery windows ranging from 15 to 45 days before or after the expiration date.
|
(4)
|
Where charterers have option(s) to be declared on a charter; the expiration provided assumes all options have been declared for illustrative purposes.
|
Number of
Ordinary Shares Beneficially Owned Prior to Offering(1) |
Number of
Shares Being Offered**(2) |
Number of Ordinary Shares
Beneficially Owned After Offering |
||||||||||||||||||
Securityholders
|
Number
|
Percent
|
Number
|
Percent
|
||||||||||||||||
Oystein Kalleklev
|
87,500
|
|
*
|
187,500
|
50,000
|
|
*
|
|||||||||||||
Marius Foss
|
-
|
|
*
|
74,000
|
46,619
|
|
*
|
|||||||||||||
Fergus Bristow
|
-
|
|
*
|
12,000
|
238
|
|
*
|
|||||||||||||
Lars Pedersen
|
6,250
|
|
*
|
25,000
|
962
|
|
*
|
|||||||||||||
Knut Traaholt
|
42,000
|
|
*
|
90,000
|
-
|
|
*
|
|||||||||||||
Torkel Ugland
|
6,250
|
|
*
|
25,000
|
-
|
|
*
|
(1) |
In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all Ordinary Shares subject to
stock options, restricted stock units or other derivative securities held by that person that are exercisable, vested or convertible as of November 9, 2023 or that will become exercisable, vested or convertible within 60 days after November 9,
2023, and based on 53,736,318 Ordinary Shares issued and outstanding as of November 9, 2023.
|
(2) |
The numbers of Ordinary Shares reflect all Ordinary Shares acquired or issuable to a person pursuant to applicable grants previously made under the Share Option Scheme
irrespective of whether such grants are exercisable, vested or convertible as of November 9, 2023 or will become exercisable, vested or convertible within 60 days after November 9, 2023.
|
• |
directly by the selling securityholders;
|
• |
through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the selling securityholders or the purchasers of
the Shares; or
|
• |
through a combination of any of these methods of sale.
|
• |
fixed prices;
|
• |
prevailing market prices at the time of sale;
|
• |
prices related to such prevailing market prices;
|
• |
varying prices determined at the time of sale; or
|
• |
negotiated prices.
|
• |
on any national securities exchange or quotation service on which the Ordinary Shares may be listed or quoted at the time of sale, including the NYSE;
|
• |
in the over-the-counter market;
|
• |
in transactions otherwise than on such exchanges or services or in the over-the-counter market;
|
• |
through trading plans entered into by the selling securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this Reoffer Prospectus
and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
• |
any other method permitted by applicable law; or
|
• |
through any combination of the foregoing.
|
(1) |
The Registrant’s Report of Foreign Issuer on Form 6-K, filed with the SEC
on November 9, 2023.
|
(2) |
The Registrant’s Report of Foreign Issuer on Form 6-K, filed with
the SEC on August 18, 2023.
|
(3) |
The Registrant’s Report of Foreign Issuer on Form 6-K, filed with the SEC
on May 16, 2023.
|
(4) |
The Registrant’s latest annual report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 10, 2023 (the “2022 Annual Report”), which contains audited consolidated financial statements for the most recent fiscal year for which those statements
have been filed.
|
(5) |
The description of the Registrant’s Ordinary Shares, filed as Exhibit
2.2 to the 2022 Annual Report, including any subsequent amendments or reports filed for the purpose of updating such description.
|
155.
|
Subject to the provisions of Bye-law 163, no Director, Alternate Director, Officer, person or member of a committee authorised under Bye-law 115, Resident
Representative of the Company or his heirs, executors or administrators shall be liable for the acts, receipts, neglects, or defaults of any other such person or any person involved in the formation of the Company, or for any loss or expense
incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company, or for the insufficiency of deficiency of any security in or upon which any of the monies of the Company shall be invested, or for
any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on
his part.
|
156.
|
Subject to the provisions of Bye-law 163, every Director, Alternate Director, Officer, person or member of a committee authorised under Bye-law 115, Resident
Representative of the Company and their respective heirs, executors or administrators shall be indemnified and held harmless out of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or
expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director,
Alternate Director, Officer, person or committee member or Resident Representative and the indemnity contained in this Bye-law shall extend to any person acting as such Director, Alternate Director, Officer, person or committee member or
Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election.
|
157.
|
Every Director, Alternate Director, Officer, person or member of a committee duly authorised under Bye-law 115, Resident Representative of the Company and
their respective heirs, executors or administrators shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, person or committee member or Resident
Representative in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is
granted to him by the court.
|
158.
|
To the extent that any Director, Alternate Director, Officer, person or member of a committee duly authorised under Bye-law 115, Resident Representative of
the Company or any of their respective heirs, executors or administrators is entitled to claim an indemnity pursuant to these Bye-laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of
the Company to reimburse the person making such payment or effecting such discharge.
|
159.
|
The Board may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also
purchase and maintain insurance for the benefit of any Directors, Alternate Directors, Officers, person or member of a committee authorised under Bye-law 115, employees or Resident Representatives of the Company in respect of any liability that
may be incurred by them or any of them howsoever arising in connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board to effect such other insurance on
behalf of the Company as it may deem appropriate.
|
160.
|
Notwithstanding anything contained in the Principal Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses
incurred by the Officer or Director in defending any civil or criminal proceedings against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.
|
161.
|
Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director,
Alternate Director, Officer of the Company, person or member of a committee authorised under Bye-law 115, Resident Representative of the Company or any of their respective heirs, executors or administrators on account of any action taken by any
such person, or the failure of any such person to take any action in the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.
|
162.
|
The restrictions on liability, indemnities and waivers provided for in Bye-laws 155 to 161 inclusive shall not extend to any matter which would render the
same void pursuant to the Companies Acts.
|
163.
|
The restrictions on liability, indemnities and waivers contained in Bye-laws 155 to 161 inclusive shall be in addition to any rights which any person
concerned may otherwise be entitled by contract or as a matter of applicable Bermuda law.
|
(1) |
to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
i. |
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
ii. |
to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
|
iii. |
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement.
|
(2) |
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
|
(3) |
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
FLEX LNG LTD.
|
|||
By:
|
/s/ Oystein Kalleklev | ||
Name:
|
Oystein Kalleklev
|
||
Title:
|
Chief Executive Officer of
FLEX LNG Management AS
(Principal Executive Officer of FLEX LNG Ltd.)
|
Signature
|
|
Title
|
/s/ Oystein Kalleklev |
Chief Executive Officer
|
|
Oystein Kalleklev
|
FLEX LNG Management AS
|
|
(Principal Executive Officer)
|
||
/s/ Knut Traaholt |
Chief Financial Officer
|
|
Knut Traaholt
|
FLEX LNG Management AS
(Principal Financial Officer)
|
|
|
||
/s/ Fergus Bristow |
Chief Accounting Officer |
|
Fergus Bristow |
FLEX LNG Management Ltd |
|
(Principal Accounting Officer) |
||
/s/ David McManus |
Director
|
|
David McManus
|
||
/s/ Ola Lorentzon |
Director
|
|
Ola Lorentzon
|
||
/s/ Nikolai Grigoriev |
Director
|
|
Nikolai Grigoriev
|
||
/s/ Steen Jakobsen |
Director
|
|
Steen Jakobsen
|
||
/s/ Susan Sakmar |
Director
|
|
Susan Sakmar
|
|
PUGLISI & ASSOCIATES
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
Name:
|
Donald J. Puglisi
|
|
Title:
|
Authorized Representative
|
Exhibit
Number |
Description of Document
|
|
4.1
|
Memorandum of Continuance of FLEX LNG Ltd. (incorporated by reference to Exhibit 1.1
to FLEX LNG Ltd.’s Registration Statement on Form 20FR12B (File No. 001-38904) filed with the SEC on May 7, 2019)
|
|
4.2
|
Bye-laws of FLEX LNG Ltd. (incorporated by reference to Exhibit 1.2 to FLEX LNG Ltd.’s
Registration Statement on Form 20FR12B (File No. 001-38904) filed with the SEC on May 7, 2019)
|
|
4.3 |
Form of Ordinary Share Certificate (incorporated by reference to Exhibit 2.1 to FLEX LNG Ltd.’s Registration Statement on Form 20FR12B/A
(File No. 001-38904) filed with the SEC on May 17, 2019)
|
|
5.1*
|
||
23.1*
|
||
23.2*
|
Consent of MJM Ltd., Bermuda counsel to the Company (included in Exhibit 5.1)
|
|
24.1*
|
||
99.1*
|
||
107*
|
||
* Filed herewith. |
9 November 2023
|
Ref. 39842.0001
|
FLEX LNG Ltd.
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
|
Re: |
FLEX LNG Ltd. (the “Company”)
|
1. |
Subject of Opinion
|
2. |
Documents Examined
|
2.1 |
the Registration Statement;
|
2.2 |
the Plan;
|
2.3 |
a copy of the following documents for the Company, as certified by the Secretary thereof on 9 November 2023:
|
(a) |
Certificate of Continuance;
|
(b) |
Memorandum of Continuance;
|
(c) |
Bye-laws;
|
(d) |
Register of Directors and Officers;
|
(e) |
Register of Members;
|
(f) |
Tax Assurance; and
|
(g) |
Extract of the Minutes of the meetings of the Board of Directors of the Company held on 7 September 2018 and 9 November 2023 (together, the “Resolutions”);
|
2.4 |
a Certificate of Compliance issued by the Bermuda Registrar of Companies (the “ROC”) in respect of the Company on 8 November 2023; and
|
2.5 |
such other documents as we have deemed necessary in order to render this opinion
|
3. |
Searches
|
5. |
Assumptions
|
5.1 |
the authenticity, accuracy and completeness of all of the Documents (including, without limitation, public records) submitted to us as originals and the conformity to authentic original
documents of all of the Documents submitted to us as certified, electronic or photostatic copies;
|
5.2 |
the genuineness of all signatures on the Documents submitted to us;
|
5.3 |
the truth, accuracy and completeness as at the date hereof of all representations as to factual matters, warranties and statements of fact or law, other than as to the laws of
Bermuda, made in any of the Documents;
|
5.4 |
the authority, capacity and power of each of the persons signing the Documents submitted to us (other than directors or officers of the Company);
|
5.5 |
that the Resolutions certified as being true and accurate and provided to us in connection with the giving of this opinion were duly passed by the duly elected or appointed
directors of the Company; that any provisions contained in the Companies Act 1981 or the bye-laws of the Company relating to the declaration of directors’ interests and the convening of, the quorum required for, and voting at meetings of the
directors were duly observed; that there is no matter affecting the authority of the directors of the Company not disclosed by the memorandum of association or bye-laws of the Company or the Resolutions which would have any adverse implication
in relation to the opinions expressed herein; and that such Resolutions have not been amended or rescinded, either in whole or in part, and are in full force and effect;
|
5.6 |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any action taken by the Company in connection with the Registration
Statement or which would have any implication in relation to the opinions expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any
jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of
the laws of that jurisdiction;
|
5.7 |
that the information disclosed by the Searches has not been materially altered and that the Searches did not fail to disclose any material information which had been delivered for filing or
registration, but was not disclosed or did not appear on the public file at the time of the Searches;
|
5.8 |
that the Company has not passed a voluntary winding up resolution and that no petition has been presented to or order made by a court for the winding up or dissolution of the Company and that no
receiver or manager has been appointed in respect of the Company or any of their respective assets;
|
5.9 |
that there is no provision of any award agreement or option agreement which would have an implication in relation to the opinion expressed herein;
|
5.10 |
that, upon the issue of any Shares, the Company will receive consideration for the full price thereof, which shall be equal to at least the par value thereof;
|
5.11 |
that on the date of issuance of any Shares, the Company will have sufficient authorised but unissued ordinary shares;
|
5.12 |
that on the date of issuance of any award or option under the Plan and on the date of exercise of any such award or option, the Company will be able to pay its liabilities as they become due;
and
|
5.13 |
that on the date of issuance of any Shares, that the Company’s ordinary shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981.
|
6. |
Opinion
|
6.1 |
The Company is a Bermuda exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda.
|
6.2 |
When issued and paid for in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.
|
7. |
Reservations
|
7.1 |
we have relied upon searches of public records on file at the offices of the ROC and the Registry of the Supreme Court of Bermuda, but we note that the records disclosed by those searches may
not be complete or up to date;
|
7.2 |
any reference in this opinion to shares being “non-assessable” means, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in
writing between the Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the
Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or
subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company;
|
7.3 |
we express no opinion with respect to the issuance of shares pursuant to any provision of the Plan that purports to obligate the Company to issue shares following the
commencement of a winding up or liquidation; and
|
7.4 |
any reference in this opinion to the Company being “in good standing” means having paid all fees and taxes and having made all filings required by the laws of Bermuda in order to
maintain the valid existence of the Company pursuant to such laws.
|
8. |
Disclosure
|
1. |
DEFINITIONS
|
1.1 |
In this Scheme the following words and expressions shall, where the context so permits, have the following meanings:
|
1.2 |
In this Scheme except in so far as the context otherwise requires:
|
a. |
words denoting the singular number shall include the plural number and words denoting the masculine gender shall include the feminine gender;
|
b. |
any reference herein to any enactment or statutory provision shall be construed as a reference to that Bermudian enactment or provision as from time to time amended extended or
re-enacted; and
|
c. |
References to the exercise of an Option shall include the exercise of an Option in part.
|
2. |
GRANT OF OPTION
|
2.1 |
At any time after the Adoption Date, and not later than the tenth anniversary thereof, the Board may, in its
absolute discretion, resolve to grant an Option or Options to an Eligible Person or to Eligible Persons on the terms and conditions set out in the Rules and in its resolution.
|
2.2 |
Immediately following the Date of Grant the Board shall notify the relevant Eligible Persons that they have been granted Options.
|
2.3 |
The notice given by the Board pursuant to Clause 2.2 shall be in such form, not inconsistent with these Rules, as the Board may determine and shall specify the number of Shares
comprised in the Option, any terms applicable thereto other than as set out herein, the Date of Grant and the Subscription Price.
|
2.4 |
Not later than twelve weeks following the Date of Grant, the Option Holder may, by a notice given in writing, renounce his rights to any Option granted pursuant to Clause 2.1 in
which event such Option shall be deemed for all purposes never to have been granted.
|
2.5 |
As soon as possible after the expiry of the twelve week notice period referred to in Clause 2.4, the Board shall issue an Option Certificate in respect of each Option in such form,
not inconsistent with these Rules, as the Board may determine.
|
3. |
LIMITATIONS
|
3.1 |
No Option shall be granted after the tenth anniversary of the Adoption Date.
|
3.2 |
No Option shall be granted to any person unless he is, at the Date of Grant, an Eligible Person.
|
4. |
MAIN TERMS
|
4.1 |
No consideration shall be payable to the Company for the grant of an Option.
|
4.2 |
The Option shall entitle the Option Holder to subscribe for Shares at a price per Share equal to the Subscription Price at the date the Option is exercised.
|
4.3 |
Any Option which has not lapsed may be exercised in whole or in part at any time provided the earliest of the following events has occurred:
|
a. |
the Vesting Date;
|
b. |
the death of the Option Holder;
|
c. |
a Change of Control.
|
4.4 |
An Option which has vested, shall lapse on the earliest of the following events:
|
a. |
such date as the Board in its discretion may prescribe at the date the Option is granted, provided that such date cannot be later than the tenth anniversary of the Date of Grant;
|
b. |
the first anniversary of the Option Holder’s death;
|
c. |
the first anniversary of the Option Holder’s retirement;
|
d. |
three months following the Option Holder’s ceasing to be an Eligible Person, other than by reason of his death or retirement;
|
e. |
six months after the Option has become exercisable in accordance with Clause 7.1;
|
4.5 |
An Option which has not vested, shall lapse on the earliest of the following events:
|
a. |
the date of an Option Holder's retirement; and
|
b. |
the date an Option Holder ceasing to be an Eligible Person other than by reason of his death or retirement.
|
5. |
EXERCISE OF OPTIONS
|
5.1 |
Exercise of an Option shall be effected by the Option Holder giving notice in writing to the Company specifying the number of Option Shares (not being less than 500 Shares, and
being a multiple of 100 Shares, except in the case of final exercise of all outstanding rights under the Option) in respect of which the Option is being exercised on that occasion and accompanied by the relevant Option Certificate and
otherwise in such form and manner as the Board in its discretion may prescribe from time to time, provided that such notice shall be deemed to have been exercised and to take effect on the date on which payment of the Subscription Cost is
received by the Company.
|
5.2 |
Subject to any necessary consents under regulations or enactments for the time being in force, compliance by the Option Holder with the Rules and receipt by the Company of the
Subscription Cost, the Company shall, not later than thirty days after receipt of the notice referred to in Clause 5.1 above, allot and issue to the Option Holder the number of Shares specified in the notice. If the number of Shares over
which the Option is exercised is less than that specified in the relevant Option Certificate then the Company will issue a balance Option Certificate in respect of the remainder of such Shares over which the Option is still capable of
exercise.
|
5.3 |
Shares allotted under the Scheme in pursuance of the exercise of an Option shall rank pari passu in all respects with the Shares for the time being in issue save as regards any
rights attaching by reference to a record date prior to the date on which the Option is exercised.
|
6. |
ADJUSTMENTS TO OPTION RIGHTS
|
6.1 |
In the event of any capitalisation or rights issue, any sub-division, consolidation or a reduction of the capital of the Company, the Board shall make appropriate adjustments with
regard to:
|
a. |
the aggregate number of Shares subject to any Option;
|
b. |
the Subscription Price subject to any Option; or
|
c. |
the terms of any Option.
|
d. |
any such adjustment has been confirmed in writing by an Independent Expert to be in their opinion fair and reasonable; and
|
e. |
the aggregate Subscription Cost payable by an Option Holder on the exercise of all his Options is not increased; and
|
f. |
the amount payable to subscribe for any Share subject to any Option shall not be reduced below its nominal value.
|
6.2 |
The Board shall give notice in writing to each Option Holder affected by any adjustment made pursuant to Clause 6.1 and may, at its discretion, deliver to him a revised Option
Certificate in respect of his Option.
|
7. |
WINDING-UP
|
7.1 |
If notice is given by the Board to the shareholders in the Company of a members’ resolution for the voluntary winding-up of the Company, notice of the same shall forthwith be given
by the Board to the Option Holders. Each of the Option Holders shall be entitled, within three months following such notice, to give notice in writing to the Company (such notice being accompanied by payment of the Subscription Cost) that
such Option Holder wishes to be treated as if all or any of his Options had been exercised immediately before the commencement of the winding-up. In such event the Option Holder will be entitled to participate in the assets available in the
winding-up pari passu with the shareholders in the Company as if he were a shareholder in relation to such number of Shares as he would have been entitled to had his Options been so exercised. Subject thereto all Options shall lapse on the
commencement of the winding-up.
|
7.2 |
Option rights shall lapse immediately in the event of the Company being wound-up otherwise than in the event of a voluntary winding-up.
|
8. |
VARIATION OF THE SCHEME
|
8.1 |
Subject to Clause 9.2 the Board may at any time alter or add to the Rules in any respect, provided that:
|
a. |
the Board may not cancel an Option except where (i) the Option Holder has breached the provisions of Clause 9.5 or (ii) the Option Holder has previously agreed; and
|
b. |
(subject as herein provided) the Board may not modify the terms of an Option already granted otherwise than with the consent of the Option Holder.
|
8.2 |
The Board shall give notice in writing to each Option Holder of any alteration or addition made pursuant to this Clause 8 and may, at its discretion, deliver to each Option Holder
a revised Option Certificate in respect of his Option.
|
9. |
GENERAL PROVISIONS
|
9.1 |
The Company shall at all times keep available sufficient authorised but unissued Shares to satisfy the exercise in full of all Options for the time being capable of being
exercised.
|
9.2 |
The Board may from time to time make and vary such regulations and establish such procedures for the administration and implementation of the Scheme as it thinks fit. In the event
of any dispute or disagreement as to the interpretation of the Rules or as to the question of rights arising from or related to the Scheme, the decision of the Board shall (except as regards any matter required to be determined by the
Auditors hereunder) be final and binding upon all persons.
|
9.3 |
The cost of the administration and implementation of the Scheme shall be borne by the Company.
|
9.4 |
The rights and obligations of an Eligible Person under the terms on which the Eligible Person holds his office or employment with a Participating Company shall not be affected by
his participation in the Scheme or by any right he may have to participate therein, and the Scheme shall afford an Eligible Person no rights to compensation or damages in connection with the termination of such office or employment for any
reason whatsoever.
|
9.5 |
The rights and obligations of an Option Holder shall be personal to the Option Holder and no Option nor the benefit thereof may be transferred, assigned, charged or otherwise
alienated save that nothing in this sub-clause shall prohibit the transmission of an Option or the benefit thereof by operation of law.
|
9.6 |
For so long as the Shares are listed on the Oslo Stock Exchange or any other stock exchange, the Company shall apply to the appropriate authorities of such stock exchange(s) for
all Shares subscribed for under the Scheme to be admitted for trading thereon on par with the other Shares.
|
9.7 |
Any notice or other document to be served by the Company under the Scheme on an Eligible Person or Option Holder may be served personally or by e-mail or by sending it through the
post in a prepaid letter addressed to him at his address as last known to the Company. Any notice or other document to be served on the Company under the Scheme may be served by an Eligible Person or Option Holder by leaving it at the
registered office for the time being of the Company or by e-mail or by sending it through the post in a prepaid letter addressed to such registered office. Where any notice or other document is served or sent by first class post it shall be
deemed to have been received at the expiration of seven days (excluding Saturdays, Sundays or public holidays in Bermuda or Norway) after the time when cover containing the same was put in the post properly addressed and stamped. Any notice
or document sent by e-mail shall be deemed to have been received at the time of transmission to the party to which it is addressed.
|
9.8 |
The Insider Trading Regulations of the Company are applicable to the Shares received as a consequence of the exercise of Options.
|
10. |
TERMINATION OF THE SCHEME
|
10.1 |
The Scheme shall terminate on the earlier of the following dates:
|
a. |
the date (if any) determined by the Board to be the date of termination of the Scheme; and
|
b. |
the tenth anniversary of the Adoption Date.
|
10.2 |
Following termination of the Scheme pursuant to Clause 10.1 above, no further Options shall be granted but the subsisting rights and obligations of existing Option Holders will
continue in force as if the Scheme had not terminated.
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount Registered(1)
|
Proposed Maximum Offering Price Per Share(3)
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Equity
|
Ordinary Shares, par value $0.10 per share
|
Rule 457(c) and Rule 457(h)
|
413,500 (2)
|
$30.76
|
$12,719,260.00
|
0.00014760
|
$1,877.36
|
Total Offering Amounts
|
413,500
|
$30.76
|
$12,719,260.00
|
0.00014760
|
$1,877.36
|
||
Total Fee Offsets
|
-
|
||||||
Net Fee Due
|
$1,877.36
|
(1)
|
Any additional ordinary shares, par value $0.10 per share (“Ordinary Shares”) of FLEX LNG Ltd. (the “Company”) to be issued as a result of stock dividends, stock splits or
similar transactions shall be covered by this Registration Statement as provided in Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). In addition, this Registration Statement registers the resale of Ordinary
Shares by certain selling securityholders identified in the Reoffer Prospectus included in and filed with the Registration Statement, for which no additional registration fee is required pursuant to Rule 457(h)(3) under the Securities Act.
|
(2)
|
Consists of Ordinary Shares issuable under the Company’s Share Option Scheme.
|
(3)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per unit is
estimated to be $30.76, based on the average of the high and low prices of the Ordinary Shares as reported on the New York Stock Exchange on November 9, 2023.
|
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