FLEX LNG Ltd. - NOTICE OF EXTRAORDINARY SHAREHOLDERS MEETING AND ANNOUNCEMENT OF CONTMEPLATED RE-DOMCILIATION TO BERMUDA
27.04.2017 12:30
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The shareholders in FLEX LNG Ltd. (the “Company”) are invited to attend the extraordinary shareholders meeting to be held on 15 May 2017 at the offices of Equiom (Isle of Man) Limited, Jubilee Buildings, Victoria Street, Douglas, Isle of Man, IM1 2SH at 10.00 hrs. local time.
Please find attached the notice of shareholders’ meeting, including the form of request for proxy for use at the shareholders’ meeting and the proposed resolutions. The documents will also be available on the Company’s web page at www.flexlng.com.
As reflected in the notice of shareholders’ meeting, the Company is contemplating to re-domicile from the British Virgin Islands to Bermuda (the “Re-domiciliation”). The Re-domiciliation 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. Pursuant to the Company’s Articles of Association section 23, the Company may by ordinary resolution of shareholders or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.
The Re-domiciliation will require the Company to adopt new bye-laws (replacing the current Articles of Association) conforming to the requirements of the Bermuda Companies Act and any other law of Bermuda legislation. Upon the completion of the Re-domiciliation, each outstanding share of Flex (BVI) will be automatically converted into one share of Flex (Bermuda) and the Company will not as a result of the Re-domiciliation be regarded as having issued new shares.The Re-domiciliation, including the proposed new bye-laws, is subject to approval by the Company’s shareholders. Subject to such shareholder approval, the Re-domiciliation is expected to take effect on or about 8 June 2017. The Company will provide further information in advance of effecting the Re-domiciliation.
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This information is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.