EX-1.1 2 ny20005919x6_ex1-1.htm EXHIBIT 1.1

 

 

Exhibit 1.1

 

FORM No. 2

 

 

 

BERMUDA

 

THE COMPANIES ACT 1981

 

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Section 7(1) and (2)

 

MEMORANDUM OF ASSOCIATION

 

OF

 

Cool Company Ltd.

(hereinafter referred to as “the Company”)

 

1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

 

2. We, the undersigned, namely,

 

Name and Address Bermudian Status Nationality Number of Shares
  (Yes or No)   Subscribed
       
Quorum Services Limited Yes Bermudian 1
“Thistle House”      
4 Burnaby Street      
Hamilton HM 11      
Bermuda      

 

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

 

3. The Company is to be an exempted company as defined by the Companies Act 1981.

 

4. The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding NIL in all, including the following parcels:

 

N/A

 

 

5. The authorised share capital of the Company is US$10,000 common shares divided into shares of US$1.00 each.

 

6. The objects for which the Company is formed and incorporated are unrestricted.

 

7. The company shall have, pursuant to Section 11 (1) (b) of the Companies Act 1981, the capacity, rights, powers and privileges of a natural person.

 

8. The Company shall have, pursuant to Section 42 of the Companies Act 1981, the power to issue preference shares which are liable to be redeemed at the option of the holder.

 

9. The Company shall have, pursuant to Section 42A of the Companies Act 1981, the power to purchase its own shares for cancellation

 

10. The Company shall have, pursuant to Section 42B of the Companies Act 1981, the power to acquire its own shares to be held as treasury shares.

 

Signed by each subscriber in the presence of at least one witness attesting the signature thereof:

 

For and on behalf of Quorum Services Limited    
Acting in its capacity as Provisional Director    
     
     
     
(Subscribers) (Witnesses)

 

Subscribed this 29th day of October, 2018.

 

 

STAMP DUTY (to be affixed)

 

FORM NO. 7a Registration No. 54129

 

 

 

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

 

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
of

 

Cool Company Ltd.

 

was delivered to the Registrar of Companies on the 13th day of November 2018 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 21st day of November 2018

 

 

Maria Boodram

for Registrar of Companies 

 

 

 

Capital prior to increase: US$ 10,000.00  

 

Amount of increase: US$ 1,599,990,000.00  

 

Present Capital: US$ 1,600,000,000.00  

 

 

FORM NO. 8a Registration No. 54129

 

 

 

BERMUDA

 

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF REDUCTION OF SHARE CAPITAL

 

THIS IS TO CERTIFY that a Memorandum of Reduction of Share Capital
of

 

Cool Company Ltd.

 

was delivered to the Registrar of Companies on the 29th day of January 2020 in accordance with section 46 of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26th day of February 2020

 

 

George Outerbridge

for Registrar of Companies

 

 

 

 

 

Capital prior to reduction: US$ 1,600,000,000.00  

 

Amount of reduction: US$ 1,598,990,000.00  

 

Present Capital: US$ 1,010,000.00  

 

 

 

FORM NO. 17a Registration No. 54129

 

 

 

BERMUDA

 

NOTIFICATION OF

DIMINUTION OF AUTHORISED BUT UNISSUED

SHARE CAPITAL

 

THIS IS TO CERTIFY that a Diminution of Authorised but Unissued Share Capital
of

 

Cool Company Ltd.

 

was delivered to the Registrar of Companies on the 29th day of January 2020 in accordance with section 45(1)(a)(iii) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26th day of February 2020

 

 

George Outerbridge

for Registrar of Companies

 

 

 

 

Authorised Share Capital before Cancellation: US$ 1,600,000,000.00  

 

Share Capital after Cancellation: US$ 1,010,000.00