Business Context and Reporting Period
This Form 6-K filing by Golar LNG Limited, dated May 23, 2012, reports on a Special General Meeting of Shareholders scheduled for June 18, 2012. The primary purpose of the meeting is to seek shareholder approval for the delisting of the Company's Common Stock from the Oslo Stock Exchange (OSE) while maintaining its listing on NASDAQ.
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and the proposed delisting action.
Material Changes
The material change proposed is the removal of the Company's dual listing status. The Board of Directors has concluded that maintaining two separate listings offers limited benefits given the following observations:
- Significant increase in trading volume in the US compared to limited volumes in Norway.
- Less than 18% of total shares (excluding World Shipholding) are held in the Norwegian VPS system.
- Concentration of trading is heavily skewed toward the US market.
Outlook, Management Commentary, and Risks
Management Commentary: The Board recommends delisting from the OSE to achieve significant cost reductions, clearer regulatory requirements, and a simplified filing process. Management anticipates that a single listing on NASDAQ will likely increase trading volume in the US due to the concentration of trading activity.
Contingencies and Procedures: If approved, the Company will maintain a Norwegian branch register for a minimum of nine months and will assist shareholders in transferring shares to the US branch register. The resolution requires an affirmative vote of two-thirds of the votes cast.
Risks: The filing does not explicitly detail financial risks, though the delisting process involves regulatory approvals and shareholder voting thresholds.
Key Facts for Investor Verification
- Meeting Date: June 18, 2012, at 12:00 noon in Hamilton, Bermuda.
- Record Date: May 4, 2012, for determining shareholder eligibility to vote.
- Voting Threshold: Approval requires a two-thirds majority of votes cast.
- Shareholder Distribution: Less than 18% of shares (excluding World Shipholding) are held in the Norwegian system.
- Post-Delisting Plan: A Norwegian branch register will be maintained for at least nine months to facilitate share transfers.