As filed with the Securities and Exchange Commission on March 31, 2023
Registration Statement No. 333-
Bermuda | | | N/A |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
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Attention: Eduardo Maranhäo S.E. Pearman Building, 2nd Floor 9 Par la Ville Road Hamilton HM 11 Bermuda 1 (441) 295-4705 | | | Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680 |
(Address and telephone number of Registrant's principal executive offices) | | | (Name, address and telephone number of agent for service) |
(1) | our common shares, |
(2) | our preferred shares, |
(3) | our debt securities, which may be guaranteed by one or more of our subsidiaries, |
(4) | our warrants, |
(5) | our purchase contracts, |
(6) | our rights, and |
(7) | our units. |
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• | common shares, |
• | preferred shares, |
• | debt securities, which may be guaranteed by one or more of our subsidiaries, |
• | warrants, |
• | purchase contracts, |
• | rights, or |
• | units. |
• | our ability and that of our counterparty to meet our respective obligations under the 20-year lease and operate agreement (the “LOA”) entered into in connection with the Greater Tortue/Ahmeyim Project (the “GTA Project”), including the timing of various project infrastructure deliveries to sites such as the floating production, storage and offloading unit and FLNG Gimi. Delays of contracted deliveries to sites could result in incremental costs to both parties to the LOA, delay commissioning works and the unlocking of FLNG Gimi adjusted EBITDA backlog; |
• | that an attractive deployment opportunity, or any of the opportunities under discussion for the Mark II FLNG, one of our FLNG designs, will be converted into a suitable contract. Failure to do this in a timely manner or at all could expose us to losses on our investments in long-lead items and engineering services to date. Assuming a satisfactory contract is secured, changes in project capital expenditures, foreign exchange and commodity price volatility could have a material impact on estimated timing of our return on investment; |
• | our expectation that documentation and execution of an amendment to the liquefaction tolling agreement with the Hilli Episeyo (“FLNG Hilli”) customer to make up the 2022 production shortfall in 2023 will be completed. Failure to achieve this will require cash settlement of the 2022 production shortfall liability as a reduction to our final billing in 2026; |
• | failure to realize the anticipated benefits of our acquisition of New Fortress Energy Inc.'s (“NFE”) equity interest in the common units of Golar Hilli LLC due to the volatility of commodity prices, our ability to recontract the FLNG Hilli once her current contract ends and other competitive factors in the FLNG industry; |
• | continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure under contractual arrangements, including but not limited to our construction projects (including the GTA Project) and other contracts to which we are a party; |
• | failure of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all; |
• | failure of our contract counterparties to comply with their agreements with us or other key project stakeholders; |
• | our ability to meet our obligations under the liquefaction tolling agreement entered into in connection with the FLNG Hilli; |
• | our inability to expand our FLNG portfolio through our innovative FLNG growth strategy; |
• | our ability to close potential future transactions in relation to equity interests in our vessels, including the Golar Arctic, FLNG Hilli and Gimi or to monetize our remaining equity holdings in Avenir LNG Limited on a timely basis or at all; |
• | increases in costs as a result of recent inflation, including but not limited to salaries and wages, insurance, crew provisions, repairs and maintenance; |
• | continuing volatility in the global financial markets, including but not limited to commodity prices and interest rates; |
• | changes in our relationship with our equity method investments and the sustainability of any distributions they pay us; |
• | claims made or losses incurred in connection with our continuing obligations with regard to Hygo, Golar LNG Partners LP (“Golar Partners”), Floating Infrastructure Holdings Finance LLC (“Energos”), Cool Company Ltd (“CoolCo”) and Italy’s SNAM Group (“Snam”); |
• | the ability of Golar Partners, NFE, Energos, CoolCo and Snam to meet their respective obligations to us, including indemnification obligations; |
• | changes in our ability to retrofit vessels as FLNGs or FSRUs and our ability to secure financing for such conversions on acceptable terms or at all; |
• | changes to rules and regulations applicable to LNG carriers, FLNGs or other parts of the LNG supply chain; |
• | changes in the supply of or demand for LNG or LNG carried by sea and for LNG carriers or FLNGs; |
• | a material decline or prolonged weakness in charter rates for LNG carriers or tolling rates for FLNGs; |
• | global economic trends, competition and geopolitical risks, including impacts from rising inflation and the ongoing Ukraine and Russia conflict and the related sanctions and other measures, including the related impacts on the supply chain for our conversions or commissioning works; |
• | changes in general domestic and international political conditions, particularly where we operate, or where we seek to operate; |
• | changes in the availability of vessels to purchase and in the time it takes to build new vessels and our ability to obtain financing on acceptable terms or at all; |
• | actions taken by regulatory authorities that may prohibit the access of LNG carriers and FLNGs to various ports; |
• | the length and severity of outbreaks of pandemics, including the worldwide outbreak of the coronavirus and its impact on demand for LNG and natural gas, the timing of completion of our conversion projects or commissioning works, the operations of our charterers and customers, our global operations and our business in general; and |
• | other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission, including our most recent annual report on Form 20-F. |
• | a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | trading plans entered into by the selling securityholder pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans. |
• | enter into transactions involving short sales of the common shares by broker-dealers; |
• | sell common shares short ourselves and deliver the shares to close out short positions; |
• | enter into option or other types of transactions that require us or any selling shareholder to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; |
• | loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares; or |
• | a combination of the foregoing. |
• | the designation, aggregate principal amount and authorized denominations; |
• | the issue price, expressed as a percentage of the aggregate principal amount; |
• | the maturity date; |
• | the interest rate per annum, if any; |
• | if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates; |
• | whether the debt securities will be our senior or subordinated securities; |
• | whether the debt securities will be our secured or unsecured obligations; |
• | the applicability of and terms of any guarantees; |
• | any period or periods during which, and the price or prices at which, we will have the option to or be required to redeem or repurchase the debt securities of the series and the other material terms and provisions applicable to such redemption or repurchase; |
• | any optional or mandatory sinking fund provisions; |
• | any conversion or exchangeability provisions; |
• | if other than denominations of $1,000 and any integral multiple thereof, the denominations in which debt securities of the series will be issuable; |
• | if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or provable in bankruptcy; |
• | any events of default not set forth in this prospectus; |
• | the currency or currencies, including composite currencies, in which principal, premium, if any, and interest will be payable, if other than the currency of the United States of America; |
• | if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made; |
• | whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made; |
• | if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture; |
• | if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the debt securities of the series are stated to be payable, the manner in which the amounts will be determined; |
• | any covenants or other material terms relating to the debt securities, which may not be inconsistent with the applicable indenture; |
• | whether the debt securities will be issued in the form of global securities or certificates in registered or bearer form; |
• | any listing on any securities exchange or quotation system; |
• | additional provisions, if any, related to defeasance and discharge of the debt securities; and |
• | any other special features of the debt securities. |
• | our ability to incur either secured or unsecured debt, or both; |
• | our ability to make certain payments, dividends, redemptions or repurchases; |
• | our ability to create dividend and other payment restrictions affecting our subsidiaries; |
• | our ability to make investments; |
• | mergers and consolidations by us; |
• | sales of assets by us; |
• | our ability to enter into transactions with affiliates; and |
• | our ability to incur liens. |
(1) | changes the amount of securities whose holders must consent to an amendment, supplement or waiver; |
(2) | reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities; |
(3) | reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation; |
(4) | waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration); |
(5) | makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security; |
(6) | makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or |
(7) | waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities, |
• | default in any payment of interest when due which continues for 30 days; |
• | default in any payment of principal or premium when due; |
• | default in the deposit of any sinking fund payment when due; |
• | default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default; |
• | default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and |
• | events of bankruptcy, insolvency or reorganization. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies, in which the price of such warrants will be payable; |
• | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; |
• | the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement; |
• | currencies; or |
• | commodities. |
• | the exercise price for the rights; |
• | the number of rights issued to each shareholder; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence and the date on which the rights will expire; |
• | the amount of rights outstanding; |
• | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
• | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
• | the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | a description of the terms of any unit agreement governing the units; and |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
SEC registration fee | | | $ * |
FINRA filing fees | | | $ ** |
Blue sky fees and expenses | | | $ ** |
Printing and engraving expenses | | | $ ** |
Legal fees and expenses | | | $ ** |
Rating agency fees | | | $ ** |
Accounting fees and expenses | | | $ ** |
Indenture trustee fees and expenses | | | $ ** |
Miscellaneous | | | $ ** |
Total | | | $ ** |
* | The Registrant is registering an indeterminate amount of securities under the registration statement and in accordance with Rules 456(b) and 457(r), the registrant is deferring payment of any registration fee until the time the securities are sold under the registration statement pursuant to a prospectus supplement. |
** | To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus. |
• | Annual report on Form 20-F for the year ended December 31, 2022, filed with the Commission on March 31, 2023, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. |
Item 8. | Indemnification of Directors and Officers. |
138. | No Director, Alternate Director, Officer, member of a committee authorised under Bye-law 109, Resident Representative of the Company or their respective 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, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto. |
139. | Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, Resident Representative of the Company or 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, 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, 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. |
140. | Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, 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, member of a committee constituted under Bye-Law 109, 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. |
141. | To the extent that any Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, 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 |
142. | 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 109, 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. |
143. | 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. |
144. | 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 109, 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. |
145. | The restrictions on liability, indemnities and waivers provided for in Bye-laws 138 to 144 inclusive shall not extend to any matter which would render the same void pursuant to the Companies Acts. |
146. | The restrictions on liability, indemnities and waivers contained in Bye-laws 138 to 144 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. |
Item 9. | Exhibits |
Item 10. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(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 of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, as amended, 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. |
(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. |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | If the registrant is relying on Rule 430B: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. |
(c)-(g) | Not applicable. |
(h) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(i) | Not applicable. |
(j) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
(k) | Not applicable. |
| | Golar LNG Limited (Registrant) | ||||
| | | | |||
| | By | | | /s/ Eduardo Maranhão | |
| | | | Eduardo Maranhão Chief Financial Officer Golar Management Ltd. |
Signature | | | Title |
| | ||
/s/ Karl Fredrik Staubo | | | Chief Executive Officer |
Karl Fredrik Staubo | | | Golar Management AS (Principal Executive Officer of Golar LNG Limited) |
| | ||
/s/ Eduardo Maranhão | | | Chief Financial Officer |
Eduardo Maranhão | | | Golar Management Ltd. (Principal Financial and Accounting Officer of Golar LNG Limited) |
| | ||
/s/ Niels Stolt-Nielsen | | | Director |
Niels Stolt-Nielsen | | | |
| | ||
/s/ Lori Wheeler Naess | | | Director |
Lori Wheeler Naess | | | |
| | ||
/s/ Tor Olav Trøim | | | Director |
Tor Olav Trøim | | | |
| | ||
/s/ Daniel Rabun | | | Director |
Daniel Rabun | | |
Signature | | | Title |
| | ||
/s/ Thorleif Egeli | | | Director |
Thorleif Egeli | | | |
| | ||
/s/ Carl Steen | | | Director |
Carl Steen | | | |
| | ||
/s/ Georgina Sousa | | | Director |
Georgina Sousa | | |
PUGLISI & ASSOCIATES | | |||||
| | | | |||
By: | | | /s/ Donald J. Puglisi | | ||
Name: | | | Donald J. Puglisi, Managing Director | | | |
Title: | | | Authorized Representative in the United States | | |
Exhibit Number | | | Description |
1.1 | | | Underwriting Agreement (for equity securities)* |
1.2 | | | Underwriting Agreement (for debt securities)* |
| | Memorandum of Association of the Company, dated May 9, 2001, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement on Form 20-F, File No. 000-50113, filed on November 27, 2002 | |
| | Amended and Restated Bye-laws of the Company, dated September 24, 2020, incorporated by reference as Exhibit 4.1 of the Company’s report on Form 6-K, filed on November 30, 2020 | |
| | Certificate of Incorporation, dated May 10, 2001, incorporated by reference to Exhibit 1.3 of the Company’s Registration Statement on Form 20-F, File No. 000-50113, filed on November 27, 2002 | |
| | Certificate of Deposit of Memorandum of Increase of Share Capital of the Company, incorporated by reference to Exhibit 1.4 of the Company’s Registration Statement on Form 20-F, File No. 000-50113, filed on November 27, 2002 | |
| | Certificate of Deposit of Memorandum of Increase of Share Capital of the Company, incorporated by reference to Exhibit 1.6 of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed on April 30, 2015 | |
| | Form of Common Share Certificate of the Company, incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 20-F, File No. 000-50113, filed on April 28, 2011 | |
4.2 | | | Form of Preferred Share Certificate* |
| | Form of Senior Debt Securities Indenture | |
| | Form of Subordinated Debt Securities Indenture | |
4.5 | | | Form of Warrant Agreement* |
4.6 | | | Form of Purchase Contract* |
4.7 | | | Form of Rights Agreement* |
4.8 | | | Form of Unit Agreement* |
| | Opinion of MJM Limited, Bermuda counsel to the Company as to the validity of the common shares, preferred shares, debt securities, warrants, purchase contracts and units | |
| | Opinion of Vinson & Elkins L.L.P., U.S. counsel to the Company | |
| | Opinion of Vinson & Elkins L.L.P., with respect to certain tax matters | |
| | Consent of MJM Limited (included in Exhibit 5.1) | |
23.2 | | | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.2 and Exhibit 8.1) |
| | Consent of Ernst & Young LLP, with respect to Golar LNG Limited | |
| | Power of Attorney (contained in signature page) | |
25.1 | | | T-1 Statement of Eligibility (Senior Debt Securities Indenture)** |
25.2 | | | T-1 Statement of Eligibility (Subordinated Debt Securities Indenture)** |
| | Filing Fee Table |
* | To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement |
** | To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |