Golar LNG Limited
|
(Name of Issuer)
|
Common Shares, Par Value $1.00 Per Share
|
(Title of Class of Securities)
|
G9456A100
|
(CUSIP Number)
|
Georgina Sousa
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08
Bermuda
+1 (441) 295-4705
|
with a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
June 8, 2011
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. G9456A100
|
1
|
Name of Reporting Person
World Shipholding Ltd.
|
|||
2
|
Check the appropriate box if a member of a group*
|
(a) þ
(b)
|
||
3
|
SEC use only
|
|||
4
|
Source of Funds
|
WC, OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
||
6
|
Citizenship or Place of Organization
|
Liberia
|
||
Number of Shares Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power: 0
|
||
8
|
Shared Voting Power: 36,755,080 common shares
|
|||
9
|
Sole Dispositive Power: 0
|
|||
10
|
Shared Dispositive Power: 36,755,080 common shares
|
|||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person: 36,755,080 common shares
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
46.0%
|
||
14
|
Type of Reporting Person
|
CO
|
CUSIP No. G9456A100
|
1
|
Name of Reporting Person
Greenwich Holdings Ltd.
|
|||
2
|
Check the appropriate box if a member of a group*
|
(a) þ
(b)
|
||
3
|
SEC use only
|
|||
4
|
Source of Funds
|
OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
||
6
|
Citizenship or Place of Organization
|
Cyprus
|
||
Number of Shares Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power: 0
|
||
8
|
Shared Voting Power: 36,755,080 common shares
|
|||
9
|
Sole Dispositive Power: 0
|
|||
10
|
Shared Dispositive Power: 36,755,080 common shares
|
|||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person: 36,755,080 common shares
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
46.0%
|
||
14
|
Type of Reporting Person
|
CO
|
CUSIP No. G9456A100
|
1
|
Name of Reporting Person
John Fredriksen *
|
|||
2
|
Check the appropriate box if a member of a group*
|
(a) þ
(b)
|
||
3
|
SEC use only
|
|||
4
|
Source of Funds
|
OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
||
6
|
Citizenship or Place of Organization
|
Cyprus
|
||
Number of Shares Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power: 0
|
||
8
|
Shared Voting Power: 36,755,080 common shares
|
|||
9
|
Sole Dispositive Power: 0
|
|||
10
|
Shared Dispositive Power: 36,755,080 common shares
|
|||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person: 36,755,080 common shares
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
46.0%
|
||
14
|
Type of Reporting Person
|
IN
|
CUSIP No. G9456A100
|
1
|
Name of Reporting Person
C.K. Limited
|
|||
2
|
Check the appropriate box if a member of a group*
|
(a) þ
(b)
|
||
3
|
SEC use only
|
|||
4
|
Source of Funds
|
OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
||
6
|
Citizenship or Place of Organization
|
Jersey
|
||
Number of Shares Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power: 0
|
||
8
|
Shared Voting Power: 36,755,080 common shares
|
|||
9
|
Sole Dispositive Power: 0
|
|||
10
|
Shared Dispositive Power: 36,755,080 common shares
|
|||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person: 36,755,080 common shares
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
46.0%
|
||
14
|
Type of Reporting Person
|
CO
|
CUSIP No. G9456A100
|
Demetrios Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY - 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
Demetrios Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY - 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
Demetrios Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY - 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
Timothy Nichloas Scott Warren
|
Director
|
Mr. Warren's principal business address is Channel House, Green Street, St Helier, Jersey. Mr. Warren is a citizen of Jersey.
|
Charles Guy Malet de Carteret
|
Director
|
Mr. Carteret's principal business address is 13 Castle Street, St Helier, Jersey. Mr. Carteret is a citizen of Jersey.
|
Simon Paul Alan Brewer
|
Director
|
Mr. Brewer's principal business address is 13 Castle Street, St Helier, Jersey. Mr. Brewer is a citizen of Jersey.
|
a)
|
Amount beneficially owned: 36,755,080
|
Percentage: 46.0%
|
||
b)
|
Number of Common shares to which the Reporting Person has:
|
|||
i.
|
Sole power to vote or to direct the vote:
|
0
|
||
ii.
|
Shared power to vote or to direct the vote:
|
36,755,080
|
||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
||
iv.
|
Shared power to dispose or to direct the disposition of:
|
36,755,080
|
a)
|
Amount beneficially owned: 36,755,080
|
Percentage: 46.0%
|
||
b)
|
Number of Common shares to which the Reporting Person has:
|
|||
i.
|
Sole power to vote or to direct the vote:
|
0
|
||
ii.
|
Shared power to vote or to direct the vote:
|
36,755,080
|
||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
||
iv.
|
Shared power to dispose or to direct the disposition of:
|
36,755,080
|
a)
|
Amount beneficially owned: 36,755,080
|
Percentage: 46.0%
|
||
b)
|
Number of Common shares to which the Reporting Person has:
|
|||
i.
|
Sole power to vote or to direct the vote:
|
0
|
||
ii.
|
Shared power to vote or to direct the vote:
|
36,755,080
|
||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
||
iv.
|
Shared power to dispose or to direct the disposition of:
|
36,755,080
|
a)
|
Amount beneficially owned: 36,755,080
|
Percentage: 46.0%
|
||
b)
|
Number of Common shares to which the Reporting Person has:
|
|||
i.
|
Sole power to vote or to direct the vote:
|
0
|
||
ii.
|
Shared power to vote or to direct the vote:
|
36,755,080
|
||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
||
iv.
|
Shared power to dispose or to direct the disposition of:
|
36,755,080
|
Exhibit A
|
Joint Filing Agreement.
|
Exhibit B
|
Subscription Agreement between Golar LNG Limited and World Shipholding Limited dated April 28, 2011.
|
Exhibit C
|
Cash Settled Share Swap Agreement dated January 27, 2011.
|
Exhibit D
|
Cash Settled Share Swap Agreement dated June 3, 2011.
|
WORLD SHIPHOLDING LIMITED
|
||
By:
|
/s/ Demetrios Antoniou Hannas
|
|
Name:
|
Demetrios Antoniou Hannas
|
|
Title:
|
Director
|
|
GREENWICH HOLDINGS, LTD.
|
||
By:
|
/s/ Demetrios Antoniou Hannas
|
|
Name:
|
Demetrios Antoniou Hannas
|
|
Title:
|
Director
|
|
/s/ John Fredriksen
|
||
John Fredriksen *
|
||
C.K. LIMITED
|
||
By:
|
/s/ Demetrios Antoniou Hannas
|
|
Name:
|
Demetrios Antoniou Hannas
|
|
Title:
|
Director
|
WORLD SHIPHOLDING LIMITED
|
||
By:
|
/s/ Demetrios Antoniou Hannas
|
|
Name:
|
Demetrios Antoniou Hannas
|
|
Title:
|
Director
|
|
GREENWICH HOLDINGS, LTD.
|
||
By:
|
/s/ Demetrios Antoniou Hannas
|
|
Name:
|
Demetrios Antoniou Hannas
|
|
Title:
|
Director
|
|
/s/ John Fredriksen
|
||
John Fredriksen
|
||
C.K. LIMITED
|
||
By:
|
/s/ Demetrios Antoniou Hannas
|
|
Name:
|
Demetrios Antoniou Hannas
|
|
Title:
|
Director
|
(2)
|
WORLD SHIPHOLDING LTD (the "Subscriber")
(hereinafter collectively referred to as the "Parties" and, individually, as a "Party").
|
(A)
|
GOL is the owner of 145,495,721 shares in Golar LNG Energy Limited ("GOLE") representing approximately 61.15% of all of GOLE's issued shares.
|
(B)
|
GOLE's shares are listed on the Oslo Stock Exchange (the "OSE").
|
(C)
|
The Subscriber is the owner of 33,640,153 shares in GOLE (the "GOLE Shares").
|
(D)
|
GOL has offered to purchase the GOLE Shares at a price of USD 5 per share (being in aggregate USD 168,200,765 (the "GOLE Purchase Price")) subject to the Subscriber subscribing for 5,551,180 new shares in GOL (the "GOL Shares") at a subscription price of USD 30.30 per share (being USD 168,200,754 in aggregate (the "Subscription Amount")) and setting off its claim for the GOLE Purchase Price against its obligation to pay the Subscription Amount.
|
(E)
|
GOL's shares are listed on the OSE and on NASDAQ.
|
(F)
|
The Subscriber orally accepted GOL's offer on the terms set forth herein on 26 April 2011.
|
1.
|
SALE AND PURCHASE OF GOLE SHARES
|
1.1
|
The Subscriber hereby agrees to sell and GOL hereby agrees to purchase the GOLE Shares on the terms and conditions set forth herein.
|
1.2
|
The Parties confirm that the consideration due from GOL to the Subscriber in exchange for the GOLE Shares shall be USD 5 per GOLE Share and USD 168,200,765 in aggregate.
|
1.3
|
The sale of the GOLE Shares as set forth herein shall be considered a normal sale of listed securities, effective as of 26 April 2011 (the "Trade Date").
|
1.4
|
The Subscriber hereby warrants that it (or any account for which it acts) (i) has full legal title to the GOLE Shares and (ii) will transfer title to the GOLE Shares to GOL on the Closing Date (as defined below) free of any encumbrances.
|
2.
|
SELLER'S CREDIT
|
2.1
|
The Subscriber hereby grants GOL a seller's credit equal to the GOLE Purchase Price (the "Seller's Credit") from the Closing Date (as defined below) until the earlier of (i) such date as GOL has prepared a prospectus introducing the shares in GOL to be subscribed for by the Subscriber as per Clause 3 below and the same has been approved by the Norwegian Financial Supervisory Authority (the "Approval Date") and (ii) 31 August 2011 (the "Final Repayment Date").
|
2.2
|
The Seller's Credit shall be interest free until 30 June 2011 and shall, for the remainder of the term thereof as per Clause 2.1 above, carry interest at a rate equal to LIBOR for a 2 month period plus 3% p.a.
|
2.3
|
The Seller's Credit (together with any interest accrued thereon) shall, unless settled as per Clause 3.2 below, be repaid in full on 31 August 2011.
|
2.4
|
The Seller's Credit shall be unsecured.
|
3.
|
SUBSCRIPTION OF GOL SHARES
|
3.1
|
The Subscriber hereby agrees to subscribe for 5,551,180 new shares in GOL of USD 1 par value, at a subscription price of USD 30.30 per share (the "GOL Shares") in a private placement to be resolved by GOL's board of directors no less than 3 working days following the Approval Date (the "Subscription").
|
3.2
|
The Subscriber shall set off its claim pursuant to the Seller's Credit against its payment obligation pursuant to the Subscription on the date the GOL Shares are issued.
|
3.3
|
The Parties acknowledge that the GOL Shares will be immediately tradable on the OSE following their issue as a consequence of the prospectus referred to in Clause 2.1 having been approved in advance of their issue.
|
3.4
|
By executing this Agreement, the Subscriber represents and warrants that the Subscriber customarily invests in, subscribe for and/or purchases securities similar to the GOL Shares and has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of a decision to invest in the same by way of the Subscription.
|
3.5
|
The Subscriber's agreement to subscribe for the GOL Shares is based solely on publicly available information and documentation regarding GOL and its business.
|
3.6
|
The Subscriber acknowledges, represents and agrees with GOL that as of the issue date the GOL Shares (and the other shares to be issued in the private placement) will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or under any applicable state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the Securities Act) except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act or any applicable state securities laws.
|
3.7
|
The Subscriber acknowledges, represents and agrees with GOL that it is not a U.S. Person and is acquiring its GOL Shares for its own account or for the account of a non-U.S. Person in an offshore transaction (as defined in Regulation S) pursuant to an exemption from registration provided by Regulation S.
|
3.8
|
The resale restrictions described in Section 3.6 above shall apply during the 40-day distribution compliance period (as such term is defined in Regulation S) unless GOL has an effective registration statement on file with the Securities and Exchange Commission that covers the resale of the GOL Shares referenced herein.
|
4.
|
CLOSING
|
4.1
|
Closing of the sale and purchase of the GOLE Shares shall take place on Tuesday, May 3, 2011 (the "Closing Date").
|
4.2
|
The Subscriber undertakes to transfer the GOLE Shares to RS Platou Markets AS' (who has been appointed as settlement broker on behalf of GOL) settlement account no. 11160.49.00014 in the VPS no later than by end of business on Monday, May 2, 2011.
|
5.
|
MISCELLANEOUS
|
5.1
|
The Subscriber confirms that it has full power and authority to subscribe for the GOL Shares and to sell the GOLE Shares.
|
5.2
|
The Subscription is and shall be a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with the terms set forth herein. The Subscriber bears the full risk for its legal ability to subscribe for and own the GOL Shares. Its monetary liability pursuant to the Subscription will not cease to be effective in the event that the Subscription is considered illegal due to applicable statutory laws or regulations. In such event, the Subscriber shall fulfil its payment obligations pursuant to the Subscription and will designate a third party to whom the GOL Shares are to be transferred.
|
5.3
|
The Parties undertake to keep the contents of this Agreement confidential.
|
5.4
|
This Agreement shall be governed by Norwegian law.
|
For and on behalf of
|
For and on behalf of
|
|
GOLAR LNT LIMITED
|
WORLD SHIPHOLDING LTD
|
|
/s/ | /s/ |
To:
|
World Shipholding Ltd
c/o Seatankers Management
P.O. Box 3562
LIMASOL - CYPRUS
|
From:
|
DnB NOR Bank ASA
Stranden 21
N-0021 OSLO
Norway
|
Date:
|
28.01.2011
|
Trade Date:
|
January 27th 2011
|
Time:
|
CET 17:30
|
Final Exchange Date:
|
Three (3) Business Days prior to the Settlement Date.
|
Early Termination:
|
Party A and/or Party B are entitled to terminate this Transaction, in full or in part, on any Exchange Business Day provided notice is received by Party B at least three (3) Business Days prior to such date.
|
For avoidance of doubt, this implies that Party A may sell the Shares, or a fraction of the Shares, prior to the Final Exchange Date, and settle this Transaction accordingly.
|
|
Settlement Date:
|
August 29th 2011
|
Settlement:
|
Cash Settlement
|
Settlement Currency:
|
NOK
|
Share(s):
|
Golar LNG Ltd (GOL)
|
Number of Shares:
|
300,000
|
Exchange:
|
OSE
|
Calculation Agent
|
Party A
|
Method of Adjustment:
|
Calculation Agent Adjustment
|
Initial Price:
|
The average purchase price at which Party A has purchased the Shares, multiplied by the Number of Shares.
|
NOK 100,50 * 300,000 = NOK 30,150,000.00
|
|
Final Price:
|
The average execution price at which Party A has sold the Shares on the Final Exchange Date, multiplied by the Number of Shares
|
Dividend Amount:
|
The Record Amount multiplied by the Number of shares, subject to a reduction for interests if the dividends are paid after the Settlement Date (in which case the reduction shall be made by the Calculation Agent in a commercially reasonable manner consistent with market interest rates at the Settlement Date)
|
Financing Costs:
|
3,98 % p.a. of the Initial Price. NOK 696,600.00
|
Collateral:
|
Party A shall at all times ensure that it has satisfactory Collateral for the due performance of Party B's obligations, cfr. article 9-5 of the Norwegian Securities Trading Act. Collateral shall be furnished in the form of a cash deposit and the Party B must sign a declaration of pledge. The amount of the collateral shall at all time meet Party A's requirements, as specified by the Calculation Agent.
|
Upon entering into the Contract the Collateral shall comprise 20% of the sum of Initial Price and Financing Costs. For the duration of the contract additional Collateral shall be furnished upon request, in accordance with changes in the value of the Shares. Additional Collateral is due on the same day as Party B receives notice from the Calculation Agent that the current Collateral is insufficient.
|
|
Settlement Amount:
|
(i) If (Final Price + Dividend Amount) > (Initial Price + Financing Costs),
|
Party A shall, at Settlement Date, pay to Party B an amount equal to:
|
|
(Final Price + Dividend Amount) - (Initial Price + Financing Costs)
|
|
(ii) If (Initial Price + Financing Costs) > (Final Price + Dividend Amount),
|
|
Party B shall, at Settlement Date, pay to Party A an amount equal to:
|
|
(Initial Price + Financing Costs) - (Final Price + Dividend Amount)
|
|
(iii) If (Final Price + Dividend Amount) = (Initial Price + Financing Costs),
|
|
this Transaction will terminate at Settlement Date without any exchange of cash.
|
|
Extraordinary Events:
|
Extraordinary Events means an event changing the premises this transaction is based upon and is to be treated in accordance with the relevant regulations of the Exchange, VPS Clearing ASA and relevant market practice.
|
Address for notices: |
DnB NOR Markets, Business Support & Clearing
Att: Securities Finance
Fax: +47 56 12 87 80
|
Relationship Between Parties:
|
|
Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
|
|
(a) Non-Reliance:
|
It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.
|
(b) Assessment and Understanding:
|
It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risk of that Transaction.
|
Yours faithfully,
for DnB NOR Bank ASA
|
||
/s/ Lene Therese Barikmo
|
/s/ Trond Olav Øvreås
|
|
Name: Lene Therese Barikmo
Title: Operational Officer
|
Name: Trond Olav Øvreås
Title: Operational Officer
|
|
Confirmed as of the date first above written:
|
||
/s/ Dimitris Hannas
|
||
Name: Dimitris Hannas
|
To:
|
World Shipholding Ltd
c/o Seatankers Management
P.O. Box 3562
LIMASOL - CYPRUS
|
From:
|
DnB NOR Bank ASA
Stranden 21
N-0021 OSLO
Norway
|
Date:
|
06.06.2011
|
Trade Date:
|
June 3rd 2011
|
Time:
|
CET 17:30
|
Final Exchange Date:
|
Three (3) Business Days prior to the Settlement Date.
|
Early Termination:
|
Party A and/or Party B are entitled to terminate this Transaction, in full or in part, on any Exchange Business Day provided notice is received by Party B at least three (3) Business Days prior to such date.
|
For avoidance of doubt, this implies that Party A may sell the Shares, or a fraction of the Shares, prior to the Final Exchange Date, and settle this Transaction accordingly.
|
|
Settlement Date:
|
September 9th 2011
|
Settlement:
|
Cash Settlement
|
Settlement Currency:
|
NOK
|
Share(s):
|
Golar LNG Ltd (GOL)
|
Number of Shares:
|
200,000
|
Exchange:
|
OSE
|
Calculation Agent
|
Party A
|
Method of Adjustment:
|
Calculation Agent Adjustment
|
Initial Price:
|
The average purchase price at which Party A has purchased the Shares, multiplied by the Number of Shares.
|
NOK 177.50 * 200,000 = NOK 35,500,00.00
|
|
Final Price:
|
The average execution price at which Party A has sold the Shares on the Final Exchange Date, multiplied by the Number of Shares
|
Dividend Amount:
|
The Record Amount multiplied by the Number of shares, subject to a reduction for interests if the dividends are paid after the Settlement Date (in which case the reduction shall be made by the Calculation Agent in a commercially reasonable manner consistent with market interest rates at the Settlement Date)
|
Financing Costs:
|
4,04 % p.a. of the Initial Price. NOK 370,500.00
|
Collateral:
|
Party A shall at all times ensure that it has satisfactory Collateral for the due performance of Party B's obligations, cfr. article 9-5 of the Norwegian Securities Trading Act. Collateral shall be furnished in the form of a cash deposit and the Party B must sign a declaration of pledge. The amount of the collateral shall at all time meet Party A's requirements, as specified by the Calculation Agent.
|
Upon entering into the Contract the Collateral shall comprise 20% of the sum of Initial Price and Financing Costs. For the duration of the contract additional Collateral shall be furnished upon request, in accordance with changes in the value of the Shares. Additional Collateral is due on the same day as Party B receives notice from the Calculation Agent that the current Collateral is insufficient.
|
|
Settlement Amount:
|
(i) If (Final Price + Dividend Amount) > (Initial Price + Financing Costs),
|
Party A shall, at Settlement Date, pay to Party B an amount equal to:
|
|
(Final Price + Dividend Amount) - (Initial Price + Financing Costs)
|
|
(ii) If (Initial Price + Financing Costs) > (Final Price + Dividend Amount),
|
|
Party B shall, at Settlement Date, pay to Party A an amount equal to:
|
|
(Initial Price + Financing Costs) - (Final Price + Dividend Amount)
|
|
(iii) If (Final Price + Dividend Amount) = (Initial Price + Financing Costs),
|
|
this Transaction will terminate at Settlement Date without any exchange of cash.
|
|
Extraordinary Events:
|
Extraordinary Events means an event changing the premises this transaction is based upon and is to be treated in accordance with the relevant regulations of the Exchange, VPS Clearing ASA and relevant market practice.
|
Address for notices: |
DnB NOR Markets, Business Support & Clearing
Att: Securities Finance
Fax: +47 56 12 87 80
|
(a) Non-Reliance:
|
It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.
|
(b) Assessment and Understanding:
|
It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risk of that Transaction.
|
Yours faithfully,
for DnB NOR Bank ASA
|
||
/s/ Olga Rokne Johannesen
|
/s/ Trond Olav Øvreås
|
|
Name: Olga Rokne Johannesen
Title: Operational Officer
|
Name: Trond Olav Øvreås
Title: Operational Officer
|
|
Confirmed as of the date first above written:
|
||
/s/ Irene Theocharow
|
||
Name: Irene Theocharow
Authorized Signatory |