Re-Domicile Update regarding the Share Transition Process
LNGL has a simple capital structure consisting solely of outstanding ordinary fully paid shares of capital stock issued by the Company.
The Company's fully paid ordinary shares are traded on the ASX under the LNG symbol. These shares are identified by the International Securities Identification Number (ISIN) AU000000LNG0. LNGL sponsors a Level 1 American Depositary Receipt (ADR) traded over-the-counter (OTC) in the United States under the symbol LNGLY. These ADRs are identified by the DR ISIN number US53632G1094 and by the Committee on Uniform Security Identification Procedures (CUSIP) code 53632G109.
The LNG and LNGLY shares identified by the ISIN and CUSIP numbers listed above will convert to common shares on the NASDAQ through an exchange of existing shares for shares in the new U.S. domiciled LNGL company at a fixed exchange ratio. The exchange transaction and exchange ratio will be fully described in the Scheme of Arrangement that will be subject to regulatory and judicial approvals and an affirmative shareholder vote prior to the effective date of the re-domicile transaction.
Traded securities not identified by the ISIN and CUSIP numbers linked to the outstanding LNG and LNGLY shares, respectively, such as LNGLF shares identified by CUSIP Q5570T107, are not part of LNGL's issued capital and as such cannot be part of the share exchange contemplated by the re-domicile Scheme of Arrangement.
Should you have further questions regarding your holdings, we urge you to consult with your financial advisor.
Full descriptions of LNGL's equity security, share registry, stock exchange trading platforms, and other securities questions are available for review in the Investor FAQ section of LNGL's website at https://www.lnglimited.com.au/site/investors-media/Investor-FAQs.
The Company continues to anticipate the completion of the re-domicile process in late 2019 or early 2020 subject to a shareholder vote at a Scheme Meeting, the length of regulatory processes in the U.S. and Australia, and on availability of Court dates in Australia.
The Board of Directors believes listing on the NASDAQ may deliver significant benefits for the Company's shareholders including:
- Aligning with LNGL's current 100% North American LNG project development and operational management focus;
- Attracting and increasing awareness of LNGL with North American investors who are familiar with the LNG industry and have significant capital to deploy to such assets;
- Improving valuation and better trading liquidity given the current valuations for LNGL's peers, all of which are U.S. listed LNG companies;
- Increasing the attractiveness of LNGL to potential future business partners;
- Enabling demand from investors who are not able to invest in equities listed outside of the U.S.; and
- Attracting and retaining outstanding talent.
About Liquefied Natural Gas Ltd
- Magnolia LNG, LLC (Magnolia LNG), a US-based subsidiary, which is developing an eight mtpa or greater LNG export terminal, in the Port of Lake Charles, Louisiana, USA;
- Bear Head LNG Corporation Inc. (Bear Head LNG), a Canadian-based subsidiary, which is developing an 8 – 12 mtpa LNG export terminal in Richmond County, Nova Scotia, Canada with potential for further expansion;
- Bear Paw Pipeline Corporation Inc. (Bear Paw), which is proposing to construct and operate a 62.5 km gas pipeline lateral to connect gas supply to Bear Head LNG; and
- LNG Technology Pty Ltd, a subsidiary which owns and develops the Company's OSMR® LNG liquefaction process, a midscale LNG business model that plans to deliver lower capital and operating costs, faster construction, and improved efficiency, relative to larger traditional LNG projects.
Liquefied Natural Gas Ltd