With reference to the Third Quarter Results announcement, the Board of Directors of Golar LNG Limited has declared a special dividend to the Company's common shareholders, consisting of one (1) common share of the Company's subsidiary, Golar LNG Energy Limited ("Golar Energy") for every seven (7) common shares of the Company held by such common shareholder. The Special Dividend is payable on or about February 11, 2010 (the "Distribution Date"), to the Company's common shareholders of record as of January 7, 2010. The Special Dividend consists of up to 10 million Golar Energy common shares in the aggregate, representing approximately 4% of the total issued and outstanding common shares of Golar Energy, which is listed on the Oslo Axess stock exchange.
Golar Energy maintains its common share register through the Norwegian VPS (the Norwegian paperless securities depository system) and all of Golar Energy's common shareholders are required to have VPS accounts. In connection with the Special Dividend (1) each common shareholder of the Company that is a non-U.S. person and (2) each of the Company's U.S. common shareholders that is a Qualified Institutional Buyer ("QIB"), as defined in Rule 144A of the United States Securities Act of 1933, as amended, and in either case holds a minimum of 1,400 common shares of the Company, will receive one (1) common share of Golar Energy for every seven (7) common shares of the Company owned by that non-U.S. person or QIB, rounded down to the nearest whole common share. Only non-U.S. persons and U.S. QIBs (together, "Common Share Recipients") that return certifications as to their status ("Common Shareholder Certifications") to the Company's transfer agent, Mellon Investor Services, and provide the Company with a VPS account number will be eligible to receive the Golar Energy common shares. U.S. common shareholders who are not QIBs and common shareholders that own fewer than 1,400 common shares of the Company, whether or not they are QIBs, will not be entitled to receive Golar Energy common shares. Instead of Golar Energy common shares, such shareholders (together, the "Cash Recipients"), will receive a cash distribution based on the Cash Price described below.
On the Distribution Date, the Common Share Recipients will receive their respective shares of Golar Energy. The cash distribution to the Cash Recipients is payable on or about six (6) days following the Distribution Date and is based on the volume weighted average price per common share of Golar Energy during the five (5) trading days following the Distribution Date (the "Cash Price"). Any fractional common shares resulting from the Special Dividend will be payable in cash based on the Cash Price.
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