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 March 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.
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.
Notifications shall be made immediately following agreement on the transaction and can be sent to Oslo Børs by e-mail:
, who will publish the notice.
Notifications that have been published are available at
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 offer obligation ceases to apply 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.
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.
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.
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 offeror may offer consideration in the form of cash, securities, a combination of cash and securities or other forms of consideration.
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