UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2013.
Commission File Number 001-35466
GasLog Ltd.
(Translation of registrant’s name into English)
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
MC 98000, Monaco
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __________
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On May 24, 2013, GasLog Ltd. (the “Company”) filed a shelf registration statement on Form F-3 (the “Registration Statement”) with the Securities and Exchange Commission and issued a related press release, which is included as Exhibit 99.2 and incorporated herein by reference. In connection therewith, the shareholders approved an amendment to the Company’s Bye-laws authorizing the Board of Directors to designate from time to time one or more series of preference shares pursuant to the Registration Statement. The amendments to the Bye-laws of the Company and the related shareholder notice are included as Exhibit 3.1 and Exhibit 99.1, respectively, and are incorporated herein by reference.
EXHIBIT LIST
| Exhibit | Description |
| 3.1 | Amendments to the Bye-laws of GasLog Ltd. |
| 99.1 | Notice to Shareholders of GasLog Ltd. dated May 23, 2013 |
| 99.2 | Press Release dated May 24, 2013 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 24, 2013 | ||||
| GASLOG LTD., | ||||
| by | ||||
| /s/ Paul Wogan | ||||
| Name: | Paul Wogan | |||
| Title: | Chief Executive Officer | |||
Exhibit 3.1
Amendments to the Bye-laws of GasLog Ltd.
Bye-law 2 of the Bye-laws of GasLog Ltd. (the “Company”) is deleted in its entirety and replaced with the following:
| 2. | Power to Issue Shares | |
| 2.1 | Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise. | |
| 2.2 | Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board or any committee thereof (before the issue or conversion of such shares). | |
Bye-law 4 of the Bye-laws of the Company is deleted in its entirety and replaced with the following:
| 4. | Rights Attaching to Shares | ||
| 4.1 | At the date these Bye-laws are amended, the share capital of the Company consists of a single class of common shares of par value US$0.01 each (the “Common Shares”). | ||
| 4.2 | The holders of Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to any preference shares to be issued by the Company (“Preference Shares”): | ||
| (a) | be entitled to one vote per share; | ||
| (b) | be entitled to such dividends as the Board may from time to time declare; | ||
| (c) | in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and | ||
| (d) | generally be entitled to enjoy all of the rights attaching to shares. | ||
| 4.3 | The Board is authorised to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, to allot and redesignate such portion of the unissued share capital to such series as it shall determine to be appropriate and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: | ||
| (a) | the number of shares constituting that series and the distinctive designation of that series; | ||
| (b) | the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series; | ||
| (c) | whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights; | ||
| (d) | whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine; | ||
| (e) | whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates; | ||
| (f) | whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund; | ||
| (g) | the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company; | ||
| (h) | the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment in respect of shares of that series; and | ||
| (i) | any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series. | ||
| 4.4 | Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares. | ||
| 4.5 | At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations. | ||
| 4.6 | All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company, including for purposes of determining whether a quorum of Members exists or voting on any resolution of the Members. | ||
Exhibit 99.1
| Secretarial/Codan Use Only | ||
| Date of notice: May 23, 2013 | ||
| Effective date: ____________ |
GasLog Ltd.
(the “Company”)
WRITTEN RESOLUTIONS OF MEMBERS
made pursuant to Bye-law 35 of the Bye-laws of the Company
NOTICE IS HEREBY GIVEN that the following resolutions are proposed, and the undersigned, being Members of the Company acting by written consent without a meeting, DO HEREBY CONSENT to the adoption of the following resolutions:
AMENDMENTS TO BYE-LAWS
WHEREAS, it is proposed to amend the Bye-laws of the Company to give the Board of Directors of the Company the power to issue preference shares in one or more series (“Preference Shares”), and to establish from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series at its discretion.
RESOLVED that, Bye-law 2 of the Company’s Bye-laws be and is hereby deleted in its entirety and replaced with the new Bye-law 2 attached hereto as Exhibit 1 .
FURTHER RESOLVED that, Bye-law 4 of the Company’s Bye-laws be and is hereby deleted in its entirety and replaced with the new Bye-law 4 attached hereto as Exhibit 2 .
FURTHER RESOLVED that the Board from time to time be and hereby is authorised to exercise any and all the authorities and powers granted to the Board pursuant to the Bye-laws of the Company including without limitation those authorities and powers set out in Bye-laws 2 and 4, each as amended, of the Bye-laws of the Company.
FURTHER RESOLVED that to the extent that the issuance of any such Preference Shares shall vary the rights of the Company’s common shares, consent to any such variation is hereby given in accordance with Bye-law 15 of the Company’s Bye-laws.
FURTHER RESOLVED that the Board be and is hereby authorised to redesignate such authorised and unissued share capital as the Board in its discretion shall determine to be appropriate in connection with any issuance of Preference Shares.
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Exhibit 1
| 2. | Power to Issue Shares | ||
| 2.1 | Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise. | ||
| 2.2 | Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board or any committee thereof (before the issue or conversion of such shares). | ||
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Exhibit 2
| 4. | Rights Attaching to Shares | |
| 4.1 | At the date these Bye-laws are amended, the share capital of the Company consists of a single class of common shares of par value US$0.01 each (the “Common Shares”). | |
| 4.2 | The holders of Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to any preference shares to be issued by the Company (“Preference Shares”) : | |
| (a) | be entitled to one vote per share; | |
| (b) | be entitled to such dividends as the Board may from time to time declare; | |
| (c) | in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and | |
| (d) | generally be entitled to enjoy all of the rights attaching to shares. | |
| 4.3 | The Board is authorised to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, to allot and redesignate such portion of the unissued share capital to such series as it shall determine to be appropriate and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: | |
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| (a) | the number of shares constituting that series and the distinctive designation of that series; | |
| (b) | the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series; | |
| (c) | whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights; | |
| (d) | whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine; | |
| (e) | whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates; | |
| (f) | whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund; | |
| (g) | the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company; | |
| (h) | the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and |
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| the relative rights of priority, if any, of payment in respect of shares of that series; and | ||
| (i) | any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series. | |
| 4.4 | Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares. | |
| 4.5 | At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations. | |
| 4.6 | All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company, including for purposes of determining whether a quorum of Members exists or voting on any resolution of the Members. | |
Exhibit 99.2
Press Release
GasLog Ltd. Files Shelf Registration Statement
MONACO – May 24, 2013 -- GasLog Ltd. (“GasLog”) (NYSE: GLOG), an international owner, operator and manager of liquefied natural gas (“LNG”) carriers, announced today that it has filed a shelf registration statement on Form F-3 with the U.S. Securities and Exchange Commission (the “SEC”).
The shelf registration statement, when declared effective by the SEC, will give GasLog the ability to offer and sell up to $500,000,000 of its securities consisting of common shares, preference shares, debt securities, warrants, rights and units. After the shelf registration statement becomes effective, GasLog may offer and sell such securities from time to time and through one or more methods of distribution, subject to market conditions and GasLog’s capital needs. The shelf registration statement will also cover the sale from time to time of up to 36,717,774 common shares by certain of GasLog’s existing shareholders, which may include Blenheim Holdings Ltd. following the expiration of certain existing restrictions on October 4, 2013. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to completion of the offering.
In connection with the shelf registration statement, the shareholders approved an amendment to GasLog’s Bye-laws authorizing the Board of Directors to designate from time to time one or more series of preference shares.
The registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at http://www.sec.gov or on GasLog’s website listed below. The information on GasLog’s website is not a part of the registration statement, the prospectus or any prospectus supplement which may be issued under the registration statement.
About GasLog Ltd.
GasLog is an international owner, operator and manager of LNG carriers. GasLog’s fleet consists of 12 wholly owned LNG carriers, including two ships delivered in 2010, two ships delivered in 2013 and eight LNG carriers on order. In addition, GasLog currently has 12 LNG carriers operating under its technical management for third parties. GasLog’s principal executive offices are at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. GasLog’s website is http://www.gaslogltd.com .
Forward-Looking Statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Risks and uncertainties include, but are not limited to, general LNG and LNG shipping market conditions and trends, including charter rates, ship values, factors affecting supply and demand , technological advancements and opportunities for the profitable operations of LNG carriers; our ability to enter into time charters with our existing customers as well as new customers ; our contracted charter
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revenue; our customers’ performance of their obligations under our time charters and other contracts; the effect of the worldwide economic slowdown; future operating or financial results and future revenues and expenses; our future financial condition and liquidity; our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, and our ability to meet our obligations under our credit facilities; future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending or operating expenses; our expectations relating to dividend payments and our ability to make such payments; our ability to enter into shipbuilding contracts for newbuildings and our expectations about the availability of existing LNG carriers to purchase, as well as our ability to consummate any such acquisitions; our expectations about the time that it may take to construct and deliver newbuildings and the useful lives of our ships; number of off-hire days, drydocking requirements and insurance costs; our anticipated general and administrative expenses; fluctuations in currencies and interest rates; our ability to maintain long-term relationships with major energy companies; expiration dates and extensions of charters; our ability to maximize the use of our ships, including the re-employment or disposal of ships no longer under time charter commitments; environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; requirements imposed by classification societies; risks inherent in ship operation, including the discharge of pollutants; availability of skilled labor, ship crews and management; potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists; and potential liability from future litigation. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on March 28, 2013. Copies of our Annual Report, as well as subsequent filings, are available online at http://www.sec.gov or on request from us. We do not undertake to update any forward-looking statements as a result of new information or future events or developments.
Contacts:
GasLog, Monaco
Simon Crowe
Phone: +377 9797 5260
Email: ir@gaslogltd.com , or
Solebury Communications, NYC
Ray Posadas
Phone: +1 203-428-3231
Email:
ir@gaslogltd.com