The Share

     
    ​​​

    Investor Relations​

    Investor Relations

    ​The Company’s IR Strategy has the following objectives:

    • Trust: Good corporate governance shall establish a basis for trust in the Board and the management by the shareholders and other stakeholders.
    • Transparency: Communication with HLNG’s shareholders shall be based on transparency regarding Company business that are of importance for assessin​g​ the Company’s development and financial position.
    • Independency: The relation between the Board, the management and the shareholders shall be on an independent basis to ensure that decisions are made on qualified and neutral basis.
    • Equality: HLNG aims to give all its shareholders equal treatment and rights.
    • Control and management: Good control and governance mechanisms shall contribute to predictabil​ity and reduction of risk.
    The Company complies with the Oslo Børs Code of Practice for IR dated 10 June 2014 with the following comments​:

    • The Company discloses information in the English language only.
    • The Company publishes interim reports as soon as possible, and aims to publish the reports no later than on the 15th day of the second month after the end of the quarter.
    • The Company does not publish a list of beneficial owners based on the 20 largest shareholders, as the proportion of shares that is registered through nominee accounts is limited compared to the Company's total issued shares.​
    • Employees and primary insiders are required to obtain prior written approval from the Company before any trading in the Company’s share is executed​.
    • The Company informs about future prospects on a project basis within the various business segments. The following KPI’s are communicated: expected unleveraged return, expected EBITDA per year and the expected debt to equity ratio. The Company does not provide any guidance on expected revenue, net profit or any accounting related information or figures. ​
    • Information about financial strategy and external debt are included in the notes to the full year financials.

    Contact Information

    ​​​SEF
    Erik Folkeson
    Head of IR
    +47 41 42 17 69
    ​​​​
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    Financial History

     

    Annual/Quarterly Reports​

     

     Annual/Quarterly Reports

    Presentations

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    Webcasts

     

     Webcasts

    Prospectuses

     
      
      
      
      
      
    Registration Document16.11.2012 Registration Document.pdf
    1
    11/16/2012 12:00 AM
    Securities Note16.11.2012 Securities Note.pdf
    2
    11/16/2012 12:00 AM
    Prospectus07.03.2012 Prospectus.pdf
    3
    3/7/2012 12:00 AM
    Supplemental Prospectus28.06.2011 Supplemental Prospectus.pdf
    4
    6/28/2011 12:00 AM
    Prospectus14.06.2011 Prospectus.pdf
    5
    6/14/2011 12:00 AM

    Bond Documentation

     

     Bond Documentation

    ISIN

    Currency

    Amount

    Date Issued

    Maturity Date

    Margin


     

    ISIN

    NO 001 0739683

    USD

    USD 130 million

    05.06.2015

    05.06.2020

    5.00% per annum


     

    NO 001 066095​.4​

    Currency

    NOK

    Amount

    NOK 750 Million​​

    Date Issued

    Maturity Date

    Margin

    3.10.2012

    03.10.2017​​​​​

    6.00% per annum

      
      
      
      
    Securities NoteSecurities Note.pdf9/22/2015 12:00 AM
    7
    Registration DocumentRegistration Document.pdf9/22/2015 12:00 AM
    6
    ISIN NO 001 0739683 Bond AgreementISIN NO 001 0739683 Bond Agreement.pdf6/4/2015 12:00 AM
    5
    ISIN NO 001 066095.4 Amendment no 3ISIN NO 001 066095.4 Amendment no 3.PDF12/15/2014 12:00 AM
    4
    ISIN NO 001 066095.4 Amended Bond AgreementISIN NO 001 066095.4 Amended Bond Agreement.pdf12/15/2014 12:00 AM
    3
    Registration Document16.11.2012 Registration Document.pdf11/16/2012 12:00 AM
    2
    Securities Note16.11.2012 Securities Note.pdf11/16/2012 12:00 AM
    1

    Shareholders List​

     ​

     Shareholders List

    Analytical Coverage​

     

     Analytical Coverage

    Equity Research

    ABG Sundal Collier​
    Lukas Daul
    +47 22 01 61 39
    DNB Markets
    Nicolay Dyvik ​
    +47 91 00 41 65​
    Danske Markets
    Bjørn Kristian Røed
    +47 85 40 70 72
    Fearnley Securities
    Espen Landmark Fjermestad
    +47 22 93 63 60
    Nordea Markets
    Axel Styrman
    +47 22 48 79 46
    Pareto Securities
    Eirik Haavaldsen
    +47 22 87 87 00
    Clarkson Platou Securities
    Frode Mørkedal
    +47 22 01 63 27

     
    Swedbank
    Christian Olsen Nordby 

    Carnegie
    Ola Ekern Rugsveen
    +47 93 40 93 73​
    Arctic Securities
    Andreas Wikborg
    +47 48 40 31 61


    Sparebank 1 Markets
    Magnus Krogstad
    +47 98 63 90 65


    Morgan Stanley
    Fotis Giannakoulis
    +1 212 761-3026   ​
    Fotis.Giannakoulis@morganstanley.com ​​​​


    SEB Markets
    Jens Kielland
    +47 21 00 86 49

    ABN Amro
    Glenn Loddden
    +47 40 08 44 88


    Credit research​

    DNB Markets
    Martin Børter
    +47 22 01 78 34


    Danske Bank Markets
    Jonas Meyer
    +47 92 85 85 25
    mey@danskebank.com ​​​​​​​​​​​​​​​

    Nordea Markets
    Øyvind Hagen
    +47 94 97 40 98


    Swedbank First Securities
    Christian Olsen Nordby 
    +47 907 20 877​

    SEB
    Jens Kielland
    +47 93 26 32 68
    jens.kielland@seb.no ​​​​​​​​​​​​​

    ​​​​​​​​​​

    Legal Information

     

     Legal Information

    This is a summary of certain Bermuda and Norwegian legal issues related to shareholding in Höegh LNG Holdings Ltd. (referred to below as the “Company”). This summary does not purport to be a comprehensive description of all the legal rights and obligations that may be relevant to the shareholders in the Company and does not address legal issues regulated by other than Bermuda and Norwegian law. The summary is based on applicable Bermuda and Norwegian laws, rules and regulations, as they exist as of the date set out below. Such laws, rules and regulations are subject to change. The summary is solely intended to provide brief introductory information and does not address all aspects that may be relevant. The information in this summary is subject to change without notice.

    The Company’s home-state for the purposes of requirements for publication of periodic financial information, disclosure requirements for shareholders when their holdings of shares, rights to shares and voting rights reaches or passes certain thresholds, and for the approval of EEA prospectuses, is Norway. 

    ​At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by the Company or by its shareholders in respect of the Shares. The Company has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until 28 Marc​h 2016, be applicable to the Company or to any of the Company’s operations or to its shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by the Company in respect of real property owned or leased by the Company in Bermuda.

    Dividends received by Norwegian corporate shareholders from the Company are subject to 27% tax in Norway. Capital gains/losses derived from the realization of shares are also subject to tax/deductible for such shareholders. The tax rate is 27%. “Norwegian corporate shareholders” refer to the tax residency and not the nationality of the shareholder. 

    Shareholders Information​

    Shareholding disclosure obligations applicable to shares in the Company are regulated by chapter 4 of the Norwegian Securities Trading Act and chapter 4 of the Norwegian Securities Regulations. Translation into English of the full text of this legislation is available at the web sites listed below: 
    The Norwegian Securities Trading Act

     

     
    The Norwegian Securities Regulations 

     

     
    The Thresholds for Disclosure 

     
    If a person’s, entity’s or consolidated group’s proportion of shares and/or rights to shares in the Company reaches, exceeds or falls below the respective thresholds of 5, 10, 15, 20, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of the company, the person, entity or group in question has an obligation to notify Oslo Børs immediately, who will publish the notice. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company’s share capital.

     
    Notification

     
    Notifications shall be made immediately following agreement on the transaction and can be sent to Oslo Børs by e-mail: ma@oslobors.no, who will publish the notice. 
    Notifications that have been published are available at www.newsweb.no​

     
    Additional Requirements for Primary Insiders

     
    There are additional disclosure obligations for so-called primary insiders in the Company (i.a. management, directors and shareholders represented on the board), regardless of the number of shares held. 

     
    FSAN Circular 28/2011 - Securities Trading Act – comments to Chapter 3 and Chapter 4

     
    The above shareholding disclosure obligations are supervised by the Financial Supervisory Authority of Norway (FSAN). FSAN has published a detailed circular that addresses a number of different issues of the shareholding disclosure obligations (Circular 28/2011 Securities Trading Act – comments to Chapter 3 and Chapter 4). 

     
    The circular in translation into English is available at: 

     

    Take Over Information

    Both Bermuda and Norwegian take-over regulation is applicable in relation to the Company. The relevant Norwegian rules are set out in chapter 6 of the Norwegian Securities Trading Act and chapter 6 of the Norwegian Securities Regulations. Translation into English of the full text of this legislation is available at the web sites listed below: 

     
    The Norwegian Securities Trading Act: 

     

     
    The Norwegian Securities Regulations: ​

     

     
    Norway has implemented the EU Takeover Directive (Directive 2004/25/EC). 

     
    The take-over supervisory authority is the Oslo Stock Exchange.  

     
    The Norwegian take-over rules distinguish between voluntary and mandatory offers. A voluntary offer is an offer that, if accepted by the recipients of the offer, triggers a mandatory offer obligation for the offeror. A mandatory offer obligation is triggered if the offeror (either through a voluntary offer or otherwise) becomes owner of shares that represent more than 1/3 of the voting rights in the Company (with repeat triggers at 40% and 50%). 

     
    Mandatory Offer Requirement 

     
    The Mandatory Offer Threshold 

     
    Any person, entity or consolidated group who becomes the owner of shares representing more than 1/3 of the voting rights in the Company (with repeat triggers at 40% and 50%) must within four weeks, make an unconditional general offer for the purchase of the remaining shares in the ​Company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares which together with the party’s own shareholding represent more than 1/3 of the voting rights in the Company and the take-over supervisory authority decides that this must be regarded as an effective acquisition of the shares in question. 

     
    Disposal of Shares 

     
    The mandatory o​ffer obligation ceases to a​pply if the shareholder sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered, provided that it has not announced that it will make a mandatory offer. 

     
    Announcement ​

     
    When a mandatory offer obligation has been or will be triggered, the relevant shareholder shall immediately notify the take-over supervisory authority (i.e. Oslo Børs, who will publish the notice) and the Company accordingly. The notification shall state whether an offer will be made to acquire the remaining shares in the Company or whether a sale will take place. As a main rule, a notification to the effect that an offer will be made cannot be retracted. 

     
    Approval by the Take-over Supervisory Authority 

     
    The offer and the offer document are subject to approval by the take-over supervisory authority before the formal offer is launched. 

     
    The Offer Price 

     
    The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. 

     
    Sanctions 

     
    In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the take-over supervisory authority may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the Company, such as voting in a general meeting of shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise the right to dividend and pre-emption rights. 

     
    Voluntary Offers 

     
    Announcement

     
    A decision to make a voluntary offer must be notified to the take-over supervisory authority and the Company once the decision is made and shall be published by the take-over supervisory authority. The voluntary offer must be made within reasonable time following a decision to make the offer. 

     
    The Consideration 

     
    The offeror may offer consideration in the form of cash, securities, a combination of cash and securities or other forms of consideration. 

     
    Conditions 

     
    Completion of the offer may be made subject to conditions. 

     
    Approval by the Take-over Supervisory Authority 

    The offer and the offer document required are subject to approval by the take-over supervisory authority before the offer is submitted to the shareholders or made public. 

     
    Subsequent Mandatory Offer and/or Compulsory Acquisition 

     
    If completion of a voluntary offer triggers a mandatory offer obligation for the offeror, then a mandatory cash offer for the remaining outstanding shares must be made. 

     
    Compulsory Acquisition under Bermuda law

     
    An acquiring party is under Bermuda law generally able to compulsorily acquire the common shares of minority holders in the following ways:

     
    • By a procedure under the Bermuda Companies Act 1981 known as a “scheme of arrangement”. A scheme of arrangement is a compromise or arrangement between a company and its shareholders, effected by obtaining the agreement of the Company and a majority in number and representing 75% in value of the shareholders present and voting either in person or by proxy at a court ordered meeting held to consider the scheme of arrangement. The Bermuda Supreme Court must then sanction the scheme of arrangement. If a scheme of arrangement receives all necessary agreements and sanctions, then upon the filing of the court order with the Bermuda Registrar of Companies, all holders of common shares will be obligated to sell their shares under the terms of the scheme of arrangement.

    • If the acquiring party is a company acquiring pursuant to a tender offer 90% of the shares or class of shares that are not already owned by, or held by a nominee for or on behalf of that acquiring party, or any of its subsidiaries (the offeror). If within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its subsidiaries, an offeror receives the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, require by notice any non-tendering shareholder to transfer its shares to the offeror on the same terms as the original offer. In those circumstances, non-tendering shareholders will be obligated to sell their shares unless the Bermuda Supreme Court (on application made within a one-month period from the date of the offeror’s notice of its intention to acquire such shares) orders otherwise.

    • Where the acquiring party or parties hold not less than 95% of the shares or a class of shares of the company, the acquiring party may, pursuant to a notice given to the remaining shareholders or class of shareholders, obtain the shares of such remaining shareholders or class of shareholders. When such notice is given, the acquiring party is obligated to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Bermuda Supreme Court for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired. ​​​​

     
    Updated as of 27 February 2015​