LNG Limited, developer of the Magnolia LNG and Bear Head LNG projects has decided to re-domicile the company to the United States and list on the NASDAQ Stock Exchange.
Commenting on the decision, LNG Limited chairman Paul Cavicchi said, “After continued evaluation by the Board and management team and given the company’s confidence in raising new capital to fund our business and marketing efforts, we believe a U.S. re-domiciling is in the company’s best interest.”
Timing of the proposed re-domicile transaction, including shareholder vote at a scheme meeting, will depend upon the length of regulatory processes in the U.S. and Australia and on availability of Court dates in Australia.
LNG Limited managing director and CEO Greg Vesey added that the re-domicile transaction could be completed in late 2019 or early 2020.
The Board of Directors believes listing on the NASDAQ may deliver significant benefits, including, aligning with its current 100 percent North American LNG project development and operational management focus.
It is also expected to attract increasing awareness of LNG Limited with North American investors, improving valuation and trading liquidity, attracting investors not able to invest in equities listed outside of the U.S.
The re-domiciliation process will utilize a scheme of arrangement under the Australian Corporations Act pursuant to which LNGL’s shareholders will exchange their securities in LNGL for securities in a newly incorporated Delaware company, Newco, once shareholder, judicial and regulatory approvals are secured.
In parallel with the scheme process, Newco will file a registration statement on Form 10 with the U.S. Securities and Exchange Commission as an integral part of the transition to the NASDAQ.
To assist with the transition, the Company anticipates using a share sale facility providing eligible existing shareholders an election to either sell or retain their shareholding in accordance with the scheme of arrangement, subject to the company being able to arrange the SSF on acceptable terms.
Under the proposed SSF, eligible existing shareholders electing to sell their shareholdings will do so through a company-sponsored sale agent with sale proceeds remitted to the electing shareholders, free from any brokerage costs, stamp duty, or handling costs.
The shareholders eligible to exchange their securities in LNG for securities in Newco will retain the same relative stake in the company.