Cool Company Ltd. Files for direct listing on New York Stock Exchange (NYSE), contemplated change of ticker code and amendment of share registration structure to facilitate the NYSE listing

14 Feb 2023 23:17 CET

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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