Bermuda, February 14, 2023: Cool
Company Ltd. (“CoolCo” or the “Company”) is pleased to announce
that it has filed a registration statement with the U.S. Securities
and Exchange Commission (“SEC”), with the intention of directly
listing its shares on the New York Stock Exchange (“NYSE”). Subject
to the registration statement being declared effective by the SEC,
the Company’s shares will be registered with the SEC and listed for
trading on the NYSE in addition to the Euronext Growth Oslo under
the ticker “CLCO” from March 15, 2023. No new CoolCo securities
will be issued in connection with the share listing on the
NYSE.
In connection with a listing on the NYSE, CoolCo
also expects to change its ticker code on Euronext Growth Oslo from
“COOL” to “CLCO”. Further details on the change of ticker code will
be provided in due course.
In order to facilitate transfer of shares
between the two trading venues, CoolCo intends to amend the
registration structure for its shares whereby all shares will be
primarily held and settled within the Depository Trust Company
(“DTC”) in the United States and secondarily held and settled in
Euronext Securities Oslo (the “VPS”) through a Central Securities
Depository (“CSD”) link (the “Reregistration Process”). Following
the Reregistration Process, the Company’s shares will be able to be
moved between the DTC and VPS to enable trading between the
respective trading venues. A trading suspension in the CoolCo
shares will be required for a period of time in connection with the
Reregistration Process, expected to be two trading days, and the
Company will make a request to Oslo Børs to approve such
suspension. No action will be required by an investor holding
shares in the VPS in connection with the reregistration and
investors’ registered holdings in the VPS will continue. See below
for further details on the Reregistration Process.
CoolCo CEO Richard Tyrrell commented:“By listing
on the NYSE, we are expanding our investor base and providing US
investors with access to CoolCo’s unique combination of attractive
dividends and exposure to the fast-growing global demand for LNG
transportation. Upon listing, CoolCo will be one of the largest of
a limited number of U.S. publicly traded companies that are
connecting global markets with LNG, which is crucial to energy
security and has an important role in the global transition to a
lower-carbon future. Our new presence in the U.S. market will
generate immediate value for all CoolCo shareholders by providing
easier access to CoolCo shares and additional trading liquidity.
Additionally, the dual listing further strengthens CoolCo’s
financial flexibility, supplementing our strong balance sheet,
significant internal cash generation, and proven access to
competitively priced debt in ensuring that we are well positioned
to seize attractive growth opportunities in a prudent manner that
maximizes shareholder value.”
Details on the contemplated Reregistration Process and
associated temporary Trading Suspension in CoolCo’s
shares
No action is required by an investor holding
shares in the VPS in connection with the Reregistration Process,
and investors’ holdings in the VPS will continue. The Company’s
shares will continue to trade under the same ISIN as today
(BMG2415A1137).
The dates set out in the following paragraphs
are preliminary only and subject to change depending on the date
that the Company’s registration statement is declared effective by
the SEC and the NYSE commences trading of CoolCo shares. Hence
these dates should be treated as indicative only. Further
confirmation of the exact timing of the contemplated Reregistration
Process and Trading Suspension will be provided in due course.
The Reregistration Process is expected to be
completed during the period March 13, 2023, to March 14, 2023. Due
to technical settlement requirements in the VPS, a trading
suspension in the CoolCo shares will be required from and including
March 13, 2023, to and including March 14, 2023 (the “Trading
Suspension”). The Company will make a request to Oslo Børs to
approve the Trading Suspension prior to implementation of the
Reregistration Process. During the Trading Suspension, the
Company’s shares will be temporarily suspended from trading on
Euronext Growth Oslo. From the perspective of an investor holding
the Company’s shares in the VPS, the last settlement cycle for
shares traded prior to the Trading Suspension will take place on
March 14, 2023. Investors trading in the Company’s shares prior to
start of the Trading Suspension should not agree to settlement
periods that would imply settlement after March 14, 2023. Any such
trades with settlement after March 14, 2023, are expected to be
cancelled.
Following completion of the Reregistration
Process, the Trading Suspension will end, and the Company’s shares
will resume trading as normal, which is expected to occur from and
including the start of trading on March 15, 2023.
Following completion of the Reregistration
Process, the Company’s shares will be registered in the Company’s
Register of Members in Bermuda in the name of DTC’s nominee, Cede
& Co. and DTC will act as the primary securities depository for
the shares. All shares in the Company will be primarily recorded in
the DTC and secondarily recorded in the VPS through a CSD link. DNB
Bank ASA, Registrars’ Department (the “VPS Registrar”) will
continue to administrate the Company’s VPS register.
To facilitate the secondary registration of the
shares in the VPS, the Company will enter into a deposit and
registrar agreement (the "Registrar Agreement") with the VPS
Registrar. A custodian of the VPS Registrar will be registered as
the holder of the primarily registered securities in the DTC
pursuant to which the VPS registered shares are derived from.
Following the Reregistration Process, the book
entry interests recorded in the VPS and listed on Euronext Growth
Oslo will still be regarded as the Company’s shares pursuant to the
Central Securities Depositories Regulation (“CSDR”). The shares in
the VPS will not carry any direct voting rights in the Company, but
shareholders in the VPS may instruct the VPS Registrar to vote for
their shares. The Company will furnish voting materials to the VPS
Registrar and the VPS Registrar will notify the owners of the
shares of upcoming votes and arrange to deliver the Company's
voting materials to the owners of the shares. The VPS Registrar's
notice will describe the information in the voting materials and
explain how owners of the shares may instruct the VPS Registrar
(who would then instruct the holder of such shares registered in
the Register of Members) to vote the underlying shares. The VPS
Registrar will only vote or attempt to vote on the instruction of
the owners of shares and will not itself exercise any voting
rights.
ABOUT COOLCO
CoolCo is a growth-oriented owner, operator and
manager of fuel-efficient liquefied natural gas (“LNG”) carriers.
Using its integrated, in-house vessel management platform, CoolCo
provides charterers and third-party LNG vessel owners with modern
and flexible management and transportation solutions, delivering a
lesser-emitting form of energy that supports decarbonization
efforts, economic growth, energy security, and improvements in
quality of life. CoolCo intends to leverage its industry
relationships to make further accretive acquisitions of in-service
LNGCs, and to selectively pursue newbuild opportunities.
Additional information about CoolCo can be found
at www.coolcoltd.com.
For further information, please contact:
ir@coolcoltd.com
Forward-looking Statements
This press release may be deemed to include
statements that are forward-looking within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995, including
statements with respect to the Company’s planned listing on the
NYSE, statements with respect to the Reregistration Process,
including the expected timing thereof and expected timing of the
Trading Suspension and statements with respect to the VPS Registrar
including voting of shares through the VPS Registrar, benefits of a
NYSE listing , statements with respect to our business and
attractive dividends and exposure to the fast-growing global demand
for LNG transportation and other non-historical statements.
Forward-looking statements are typically identified by words or
phrases, such as “about”, “believe,” “expect,” “plan,” “goal,”
“target,” “strategy,” and similar expressions or future or
conditional verbs such as “may,” “will,” “should,” “would,” and
“could.” Forward-looking statements are based on our current
estimates or expectations of future events or future results and
are subject to risks and uncertainties and actual results could
differ materially from those indicated by these statements.
CoolCo’s registration statement on Form 20-F filed with the SEC on
the date hereof, including the section captioned “Risk Factors,”
contains additional information about factors that could affect
actual results, including risks relating to our industry, business
operations, financing and liquidity, regulation and other risks
described in the registration statement. The forward-looking
statements included in this press release are made and based on
information available at the time of the release, and the Company
assumes no obligation to update any forward-looking statement.
This information is subject to the disclosure
requirements in Regulation EU 596/2014 (MAR) article 19 number 3
and section 5-12 of the Norwegian Securities Trading Act.
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