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 March 2015
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 ☒ 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):
INCORPORATION
BY REFERENCE
This Report on Form 6-K shall be incorporated by reference
into our registration statement on Form F-3, as declared effective by the Securities and Exchange Commission on August 7, 2013
(Registration No. 333-188817), as amended, to the extent not superseded by documents or reports subsequently filed by us under
the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT INDEX
1.1 |
Underwriting Agreement, dated
March 30, 2015, among UBS Securities LLC, Morgan Stanley & Co. LLC and GasLog Ltd. |
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5.1 |
Opinion of Conyers Dill & Pearman Limited,
special counsel on matters of Bermuda law to GasLog Ltd., dated March 30, 2015. |
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: March 31, 2015 |
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GASLOG LTD., |
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by |
/s/ Paul Wogan |
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Name: Paul Wogan |
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Title: Chief Executive Officer |
EXECUTION COPY
GasLog Ltd.
4,000,000 8.75% Series A Cumulative
Redeemable
Perpetual Preference Shares, $25.00 Liquidation Preference
Underwriting Agreement
New York, New York
March 30, 2015
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
As Representatives of the several Underwriters
Ladies and Gentlemen:
GasLog Ltd., a Bermuda
exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto
(the “Underwriters”), for whom you (the “Representatives”) are acting as representatives,
4,000,000 shares (the “Underwritten Securities”) of its 8.75% Series A Cumulative Redeemable Perpetual Preference Shares,
par value $0.01 per share, liquidation preference $25.00 per share (the “Preference Shares”). The Company also
proposes to grant to the Underwriters an option to purchase up to 600,000 Preference Shares (the “Option Securities”;
the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
As part of the offering contemplated by this Agreement, the Company may request that the Underwriters reserve up to 5% of the Preference
Shares for sale to the Company’s officers, directors and employees and related persons (collectively, the “Participants”)
(the “Directed Shares Program”). The Preference Shares to be sold pursuant to the Directed Shares Program (the
“Directed Shares”) will be sold by Credit Suisse Securities (USA) LLC (the “Designated Underwriter”)
pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day
on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. To
the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein
shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the
context requires. The Preference Shares comprising the Securities shall have the rights, powers and preferences set forth in the
Certificate of Designations in respect of the Preference Shares (the “Certificate of Designations”).
Any reference herein
to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the
Exchange Act on or before
the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final
Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement
or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.
1. The Company represents
and warrants to, and agrees with, each of the Underwriters as set forth below in this Section 1.
(a) The Company meets
the requirements for use of Form F-3 (File No. 333-188817) under the Act and has prepared and filed with the Commission a registration
statement on Form F-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities.
Such Registration Statement including any amendments thereto filed prior to the Applicable Time, have become effective. The Company
may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more
preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company
will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed,
such final prospectus supplement shall contain all information required by the Act, and, except to the extent the Representatives
shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable
Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other
changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to
the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements
set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years
before the date hereof.
(b) On each Effective
Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b), on the date
of the Final Prospectus, and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased,
if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will,
comply in all material respects with the applicable requirements of the Act and the Exchange Act; on each Effective Date and at
the Applicable Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and
on the date of any filing pursuant to Rule 424(b) on the date of the Final Prospectus and on the Closing Date and any settlement
date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and
in conformity with information furnished in writing to the Company by or on
behalf of any Underwriter
through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement
thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of
the information described as such in Section 9 hereof. As of the Applicable Time, each of the Registration Statement and the Final
Prospectus and any further amendments or supplements thereto complied or comply, and such documents and further amendments or supplements
thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Final Prospectus and any further
amendments or supplements thereto, if applicable, are distributed in connection with the Directed Shares Program.
(c) As of the Applicable
Time, (i) the Disclosure Package, when taken together as a whole and (ii) each electronic road show, when taken together as a whole
with the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section
9 hereof.
(d) (i) At the earliest
time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within
the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Applicable Time (with such date being used as the determination
date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking
account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an
Ineligible Issuer.
(e) Each Issuer Free
Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement,
including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not
been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically
for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists
of the information described as such in Section 9 hereof.
(f) Neither the Company
nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Registration
Statement, Disclosure Package and the Final Prospectus any material loss or interference with its business from fire, explosion,
flood, piracy, terrorism or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in Registration Statement, Disclosure Package and the Final
Prospectus; and, since the respective dates as of which information is given in the Registration Statement, Disclosure Package
and the Final Prospectus, there has not been any material adverse change, or any development that would reasonably be expected
to involve a prospective material adverse
change, in or affecting
the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its
subsidiaries, taken as a whole (a “Material Adverse Effect”), or any change in the share capital or long-term
debt of the Company or any of its subsidiaries, otherwise than as set forth or contemplated in the Disclosure Package.
(g) Neither the Company
nor any of its subsidiaries owns an interest in any material real property. Each of them has good and marketable title to all personal
property owned by them which is material to the business of the Company and its subsidiaries, including the vessels owned by them,
in each case free and clear of all liens, encumbrances and defects except such as are described in the Registration Statement,
Disclosure Package and the Final Prospectus, including those arising under credit facilities, or such as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property taken as
a whole by the Company and its subsidiaries; and any real property and buildings occupied by the Company and its subsidiaries are
occupied by them under valid, subsisting and enforceable contractual arrangements with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Disclosure Package.
(h) (A) The Company
has been duly formed and is validly existing as an exempted company in good standing under the laws of Bermuda, with power and
authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, Disclosure
Package and the Final Prospectus, to enter into and perform its obligations under this Agreement and to issue, sell and deliver
the Preference Shares comprising the Securities as contemplated herein and therein, and has been duly qualified as a foreign company
for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified in any such
jurisdiction or be in good standing would not have a Material Adverse Effect; (B) each subsidiary of the Company has been duly
formed or organized and is validly existing as a company in good standing under the laws of its jurisdiction of incorporation or
organization, has the power and authority, corporate and other, to own its property and conduct its business as described in the
Registration Statement, Disclosure Package and the Final Prospectus and is duly qualified to transact business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification, except to the extent that the failure to be so qualified in any such jurisdiction or be in good standing would not
have a Material Adverse Effect; and (C) the only subsidiaries of the Company are the subsidiaries listed on Exhibit 8.1 to the
Company’s Annual Report on Form 20-F for the year ended December 31, 2014.
(i) (A) The Company
has an authorized capitalization as set forth in the Registration Statement, Disclosure Package and the Final Prospectus and all
of the issued share capital of the Company has been duly and validly authorized and issued, is fully paid and non-assessable and
conforms to the description thereof contained in the Disclosure Package, the Final Prospectus and Registration Statement; (B) all
of the issued share capital of each subsidiary of the Company has been duly and validly authorized and issued, is fully paid and
non-assessable and (except as otherwise set forth in the Disclosure Package) is owned directly or indirectly by the Company, free
and clear of all liens, encumbrances, equities or claims; and (C) the Company owns twenty-
five percent of the
issued and outstanding share capital of Egypt LNG Shipping Limited, as described in the Disclosure Package, the Final Prospectus
and Registration Statement, free and clear of all liens, encumbrances, equities or claims, except as disclosed in the Registration
Statement, Disclosure Package and the Final Prospectus.
(j) (A) The Preference
Shares to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued
and delivered against payment therefor as provided herein will be duly and validly issued and fully paid and non-assessable and
will conform to the description of the Preference Shares contained in the Final Prospectus and the Certificate of Designations;
(B) neither the Memorandum of Association or Bye-laws of the Company nor any agreement filed as an exhibit to the Registration
Statement grant the holders of the outstanding capital stock of the Company any preemptive rights, and none of the outstanding
shares of capital stock of the Company or any of its subsidiaries were issued in violation of any preemptive right or similar rights
of any securityholder of the Company; and (C) the issuance of the Preference Shares comprising the Securities is not subject to
preemptive or other similar rights. Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus,
there are no limitations on the ability of the Company to make distributions in respect of or redeem the Preference Shares comprising
the Securities.
(k) The issue and sale
of the Securities and any payment of dividends on the Securities (if declared) or the compliance by the Company with this Agreement
and the consummation of the transactions herein contemplated (i) will not conflict with or result in a breach or violation of any
of the terms or provisions of, or require the consent of any person, or constitute a default or Debt Repayment Triggering Event
(as defined below), or result in the imposition of any lien, charge or encumbrance on any property of the Company or any of its
subsidiaries, under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, or give any person
the right to terminate any agreement or contract to which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject;
and (ii) will not result in any violation of (A) the provisions of the Memorandum of Association or Bye-laws of the Company or
the organizational or governing documents of any of the Company’s subsidiaries or (B) any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties
or assets, except in the case of clause (i), for any conflict, breach, or violation that would not result in a Material Adverse
Effect or have a material adverse effect on the consummation of the transactions contemplated hereby; and no consent, approval,
authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the
issue and sale of the Securities and any payment of dividends on the Securities (if declared) or the consummation by the Company
of the transactions contemplated by this Agreement, except the registration under the Act of the Securities and such consents,
approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Securities by the Underwriters, and such other consents, approvals, authorizations, orders,
registrations or qualifications that have already been obtained. A “Debt Repayment Triggering Event” means any event
or condition that gives, or with the giving of notice or lapse of time would give, the holder of any loan, note, debenture or other
evidence of indebtedness (or any person acting on
such holder’s
behalf) the right to accelerate the due date of any payment of, or to require the repurchase, redemption or repayment of all or
a portion of such indebtedness by the Company or any of its subsidiaries.
(l) This Agreement has
been duly authorized, executed and delivered by the Company.
(m) None of the Company,
any of its subsidiaries or, to the Company’s knowledge, Egypt LNG Shipping Limited, is (i) in violation of its respective
Memorandum of Association or Bye-laws, (ii) in violation of any applicable statute, law, rule, regulation, judgment, order or decree
of any competent court, regulatory body, administrative agency, governmental body, arbitrator or other authority or (iii) in default
(or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of them
is a party or by which any of them is bound or to which any of the properties of any of them is subject, except in each case covered
by clauses (ii) and (iii) such as would not result in a Material Adverse Effect or have a material adverse effect on the consummation
of the transactions contemplated hereby.
(n) No subsidiary of
the Company is currently prohibited, directly or indirectly, from paying any cash dividends to the Company, from making any other
distribution on such subsidiary’s share capital, or from transferring any of such subsidiary’s property or assets to
the Company or any other subsidiary of the Company, except as described in the Disclosure Package.
(o) The Company has
been designated as non-resident of Bermuda for the purposes of the Bermuda Exchange Control Act 1972 and as such is free to acquire,
hold, transfer and sell foreign currency and securities without restriction under such legislation (including the payment of dividends,
interests, premiums or additional amounts or other distributions which may be lawfully made by the Company under the Bermuda Companies
Act 1981).
(p) There are no contracts,
agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any
Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the issuance and sale of the
Securities.
(q) The statements set
forth in the Registration Statement, Disclosure Package and the Final Prospectus under the caption “Description of Share
Capital”, and “Description of Series A Preference Shares” insofar as they purport to constitute a summary of
the terms of the Preference Shares and Securities, and under the caption “Service of Process and Enforcement of Liabilities”,
and the information contained in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014 under
the captions “Business Overview – Ship Time Charters”, “Business Overview – Risk of Loss, Insurance
and Risk Management”, “Business Overview – Environmental and Other Regulation”, and “Additional Information
– Tax Considerations” insofar as they purport to describe the provisions of the laws and documents referred to therein,
are accurate, complete and fair.
(r) There are no business
relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be
described in the Registration Statement, the Disclosure Package and the Final Prospectus which have not been described as required.
(s) Any statistical
and market-related data included in the Registration Statement, Disclosure Package and the Final Prospectus are based on or derived
from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtained the written consent
for the use of such data from such sources to the extent required.
(t) No forward-looking
statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Registration Statement,
Disclosure Package or the Final Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than
in good faith.
(u) There are no legal
or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject or, to the Company’s knowledge, after due inquiry, to which any of the
Company’s or its subsidiaries’ directors or executive officers is a party, which, if determined adversely to the Company
or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the Company’s
knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.
(v) Other than as set
forth in the Disclosure Package, (A)(i) to the Company’s knowledge, after due inquiry, neither the Company nor any of its
subsidiaries is in violation of any applicable United States federal, state, local or non-U.S. statute, law, rule, regulation,
ordinance, code, other requirement or rule of law (including common law), or decision or order of any competent domestic or foreign
governmental agency, governmental body or court applicable to them, relating to pollution, to the use, handling, transportation,
treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment
or natural resources (including biota), to health and safety as such relates to exposure to Hazardous Substances, and to natural
resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries
owns, operates or leases any real property contaminated with Hazardous Substances, (iii) neither the Company nor any of its subsidiaries
is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances
in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened
release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any
of its subsidiaries is a party to any claim by any governmental agency or governmental body or person relating to Environmental
Laws or Hazardous Substances, and (vi) the Company and its subsidiaries have received and are in compliance with all, and have
no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable
Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would
not individually or in the aggregate have a Material Adverse Effect; (B) to the Company’s knowledge there are no facts or
circumstances that would reasonably be expected to result in a violation of, liability under, or claim against the Company or any
of its subsidiaries pursuant to any Environmental
Law that would have
a Material Adverse Effect; and (C) to the Company’s knowledge, there are no requirements proposed for adoption or implementation
under any Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection,
“Hazardous Substances” means (x) petroleum and petroleum products, by-products or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls and mold, and (y) any other chemical, material or substance defined or
regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.
(w) Other than as set
forth in the Disclosure Package, the Company has reasonably concluded that neither the Company nor any of its subsidiaries has
incurred any costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate,
have a Material Adverse Effect.
(x) Other than as set
forth in the Disclosure Package, the Company and its subsidiaries possess all certificates, authorizations and permits issued by
the appropriate federal, state or foreign regulatory authorities as necessary for the Company and its subsidiaries to conduct their
respective businesses as currently conducted, except as would not individually or in the aggregate have a Material Adverse Effect;
and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a Material Adverse Effect.
(y) The Company and
its subsidiaries own or possess, or hold a right or license to use, or can acquire on reasonable terms, all material patents, patent
rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection
with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement
of or conflict with asserted rights of others with respect to any of the foregoing, which if the subject of an unfavorable decision,
ruling or finding, would have a Material Adverse Effect.
(z) No material labor
dispute, work stoppage, slow down or other conflict with the employees of the Company or any of its subsidiaries exists or, to
the Company’s knowledge, is threatened or contemplated.
(aa) The Company, each
of its subsidiaries and their vessels are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its
subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material
Adverse Effect.
(bb) Neither the Company
nor any of its subsidiaries has any off-balance sheet arrangements, except as described in the Registration Statement, the Disclosure
Package and the Final Prospectus.
(cc) (A) None of the
Company, its subsidiaries or any of their respective directors or officers, nor, to the Company’s knowledge, Egypt LNG Shipping
Limited, any of its directors or officers, or the respective affiliates, employees or agents of the Company, its subsidiaries and
Egypt LNG Shipping Limited: (i) knowingly does any business with or involving the government of, or any person or project located
in, any country targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United
States or administered by the United States Treasury Department’s Office of Foreign Assets Control (the “OFAC”)
(collectively, “Sanctions”); or (ii) knowingly supports or facilitates any such business or project, in each
case other than as permitted under such economic sanctions; (B) the Company is not controlled (within the meaning of the Executive
Orders or regulations promulgating such economic sanctions or the laws authorizing such promulgation) by any such government or
person; (C) the proceeds from the offering of the Securities contemplated hereby will not be used to fund any operations in, to
finance any investments, projects or activities in, or to make any payments to, any country, or to make any payments to, or finance
any activities with, any person targeted by any of such economic sanctions; and (D) the Company maintains and has implemented adequate
internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of
the proceeds from the offering of the Securities contemplated hereby that is inconsistent with any of the Company’s representations
and obligations under clause (C) of this paragraph or in the Registration Statement, Disclosure Package or Final Prospectus.
(dd) None of the Company,
any of its subsidiaries or any of the Company’s directors or executive officers, or, to the Company’s knowledge, Egypt
LNG Shipping Limited or its or the Company’s subsidiaries’ directors or executive officers or any agent, employee or
other person associated with or acting on behalf of the Company, any of its subsidiaries or Egypt LNG Shipping Limited, has taken
any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money,
property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer
or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting
in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office) to influence official action or secure an improper advantage in violation of any applicable law; and the Company and its
subsidiaries and, to the knowledge of the Company, their respective affiliates have conducted their businesses in compliance with
applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed
to promote and achieve compliance with such laws and with the representation and warranty contained herein.
(ee) The operations
of the Company and its subsidiaries and, to the Company’s knowledge, of Egypt LNG Shipping Limited, are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements, including to the extent applicable
those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act),
the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”);
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator or non-governmental
authority involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s
knowledge, threatened.
(ff) The Company has
not offered or sold, or caused the Underwriters to offer or sell, any Directed Shares to any person pursuant to the Directed Shares
Program with the specific intent to unlawfully influence (i) a charterer, customer or supplier of the Company to alter the charterer’s,
customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write
or publish favorable information about the Company.
(gg) There are no restrictions
on subsequent transfers of the Preference Shares or Securities under the laws of Bermuda.
(hh) Except as disclosed
in the Disclosure Package, there are no contracts, agreements or understandings between the Company and any person granting such
person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company
or to require the Company to include such securities with the Securities registered pursuant to the Registration Statement.
(ii) The Company has
applied to have the Securities listed on the New York Stock Exchange (the “Exchange”).
(jj) The Company has
taken all necessary actions to comply with all applicable corporate governance requirements of the Exchange that are, or will be,
applicable to the Company, except for such requirements that have been waived and disclosed in the Disclosure Package.
(kk) Except as described
in the Disclosure Package, the Company has not sold, issued or distributed any Preference Shares during the six-month period preceding
the date hereof, including any sales pursuant to Rule 144A or Regulation D or S under the Act, other than shares issued pursuant
to employee benefit plans, qualified share option plans or other employee compensation plans or pursuant to outstanding options,
rights or warrants.
(ll) Neither the Company
nor any of its subsidiaries has taken, directly or indirectly, any action which was designed to or which has constituted or which
might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.
(mm) The Company is
not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be
required to register as an “investment company”, as such term is defined in the Investment Company Act of 1940, as
amended (the “Investment Company Act”).
(nn) As described in
the Registration Statement and subject to the limitations and restrictions described therein, the Company believes neither the
Company nor any of its subsidiaries should be a “passive foreign investment company” as defined in the Internal Revenue
Code of 1986, as amended.
(oo) The Company is
a “foreign private issuer” as defined in Rule 405 under the Act.
(pp) Except as described
in the Disclosure Package, there are no affiliations or associations between any member of the Financial Industry Regulatory Authority
(“FINRA”) and the Company and, to the Company’s knowledge, there are no affiliations or associations between
(A) any member of FINRA and (b) any member of the Company’s officers, directors or 5% or greater security holders or any
beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day
immediately preceding the date the Registration Statement was initially submitted to the Commission.
(qq) Deloitte LLP and
Deloitte Hadjipavlou, Sofianos & Cambanis S.A., who have certified certain financial statements of the Company and its subsidiaries
and delivered their respective reports with respect to the audited consolidated financial statements and schedules included in
the Registration Statement, Disclosure Package and the Final Prospectus, are each independent public accountants with respect to
the Company and its subsidiaries as required by the Act.
(rr) The Company maintains
a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with international financial
reporting standards as adopted by the International Accounting Standards Board (“IFRS”); (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Such system complies in all material respects with the requirements of the Exchange Act. The Company’s internal control over
financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial
reporting.
(ss) Since the date
of the latest audited financial statements included in the Disclosure Package, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting (each an “Internal Control Event”).
(tt) The Company maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements
of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to
the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer
by others within those entities; and such disclosure controls and procedures are effective.
(uu) The financial statements
included in the Registration Statement, Disclosure Package and the Final Prospectus, together with the related notes thereto, present
fairly in all material respects the consolidated financial position of the Company as of the date shown, and such financial statements
have been prepared in conformity with IFRS, applied on a consistent basis throughout the periods involved; and the schedules included
in the Registration Statement, Disclosure Package and the Final Prospectus, if any, present fairly the information required to
be stated therein. The selected financial data and the summary financial information included in the Registration Statement, Disclosure
Package and the Final Prospectus present fairly the information shown therein and have been compiled on a basis consistent with
that of the audited and unaudited financial statements included in the Registration Statement, Disclosure Package and the Final
Prospectus.
(vv) Neither the Company’s
independent auditors nor any internal auditor has recommended that the Board of Directors review or investigate, (i) adding to,
deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material
accounting policies; (ii) any matter which could result in a restatement of the Company’s audited balance sheet included
in the Registration Statement; or (iii) any Internal Control Event.
(ww) Each of (i) the
agreements to purchase newbuilding vessels, (each, a “Newbuilding Contract”, and together, the “Newbuilding
Contracts”) for the construction of, the vessels to be acquired by the Company, (ii) the agreements for the Pending Vessels
Acquisition (as such term is defined in, and further described under the caption “Summary – Recent Developments –
Pending Vessels Acquisition” in the Registration Statement, Disclosure Package and the Final Prospectus) (each, a “Vessel
Acquisition Agreement” and together, the “Vessel Acquisition Agreements”), (iii) the credit facilities
to finance the purchase price of the vessels under the Newbuilding Contracts and the Vessel Acquisition Agreements (the “Credit
Facilities”), (iv) the time charters for vessels contracted or owned by the Company (the “Time Charters”)
and (v) the management agreements relating to the vessels managed by the Company (the “Management Agreements”),
in each case, as described in the Registration Statement, the Disclosure Package and the Final Prospectus, has been duly authorized
and has been executed and delivered by the Company or one of its subsidiaries, and assuming the due authorization, execution and
delivery by the other parties thereto, the Company has no reason to believe that such Newbuilding Contracts, Vessel Acquisition
Agreements, Credit Facilities, Time Charters or Management Agreements do not constitute valid and binding agreements of each such
party enforceable in all material respects against each such party in accordance with their terms, as may be amended.
(xx) The vessels listed
on Schedule III(a) hereto (the “Owned Vessels”) are owned directly by subsidiaries of the Company; each
of the Owned Vessels has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth
opposite its name on Schedule III(a) in the sole ownership of the subsidiary set forth opposite its name on Schedule
III(a) and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as
against any charterer or other third party; each such subsidiary has good title to the applicable Owned Vessel, free and clear
of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those mortgages,
pledges, liens, security interests and claims arising under credit facilities or the Omnibus Agreement
among the Company, GasLog
Partners LP, GasLog Partners GP LLC and GasLog Partners Holdings LLC, each as disclosed in the Registration Statement, the Disclosure
Package and the Final Prospectus, and any other encumbrances which would not, in the aggregate, result in a Material Adverse Effect;
and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable
under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction
except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. The Company
will use reasonable commercial efforts so that upon delivery to and acceptance by the Company or a subsidiary under the Vessel
Acquisition Agreements and the Newbuilding Contracts described in the Registration Statement, the Disclosure Package and the Final
Prospectus, each of the vessels and newbuildings identified in Schedule III(b), as described in the Registration Statement,
the Disclosure Package and the Final Prospectus (collectively, the “Contracted Vessels”) will be duly registered
as a vessel under the laws of a generally accepted shipping industry flag jurisdiction in the sole ownership of a subsidiary of
the Company; the Company will use reasonable commercial efforts so that, on such date, each such subsidiary of the Company will
have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims
and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any
financing arrangement which the Company or subsidiary of the Company may enter into with respect to such Contracted Vessel and
except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and the Company will use reasonable
commercial efforts so that, on such date, each such Contracted Vessel will be in good standing with respect to the payment of past
and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its
registry with the ship registry of such jurisdiction.
(yy) Each Owned Vessel
is, and the Company will use reasonable commercial efforts so that each Contracted Vessel will be as of its date of delivery, operated
in compliance in all material respects with the rules, codes of practice, conventions, protocols, guidelines or similar requirements
or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to
the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state
and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation,
all Environmental Laws) in the jurisdictions in which the Company and its subsidiaries operate or where such vessel is operated,
in each case as in effect on the date hereof, except where such failure to be in compliance would not have, individually or in
the aggregate, a Material Adverse Effect. The Company and each applicable subsidiary are, and the Company will use reasonable commercial
efforts so that the Contracted Vessels will be on the date of delivery, qualified to own or lease, as the case may be, and operate
such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, governmental
licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the
laws, regulations and orders of each such vessel’s flag state, in each case as in effect on the date hereof, except where
such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect.
(zz) Neither the Company
nor its subsidiaries is entitled to any immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings
in respect of themselves or their respective properties under the laws of the United States or Bermuda.
(aaa) The Company and
its subsidiaries have filed all United States federal, state and local and non-U.S. tax returns that are required to be filed or
have requested extensions thereof (except in any case in which the failure so to file would not, individually or in the aggregate,
have a Material Adverse Effect); except as set forth in the Disclosure Package, the Company and its subsidiaries have paid all
taxes (including any assessments, fines or penalties that are currently owed and due) required to be paid by them and that are
currently owed and due, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as
would not, individually or in the aggregate, have a Material Adverse Effect; and no capital gains, income, withholding or other
taxes or stamp or other issuance or transfer taxes or duties or similar fees or charges are payable by or on behalf of the Underwriters
to Bermuda or Monaco or to any political subdivision or taxing authority thereof or therein in connection with the execution, delivery
and performance of this Agreement or the Certificate of Designations, the sale and delivery by the Company of the Preference Shares
or Securities to or for the respective accounts of the Underwriters or the sale and delivery by the Underwriters of the Securities
to the initial purchasers thereof.
2. Subject to the terms
and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at a purchase price per Preference Share of $24.2125, the number
of Underwritten Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and
to the extent that the Underwriters shall exercise the election to purchase Option Securities as provided below, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from
the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Option Securities
as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares)
determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option
Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I
hereto and the denominator of which is the maximum number of Option Securities that all of the Underwriters are entitled to purchase
hereunder.
The Company, as and
to the extent indicated in Schedule I hereto, hereby grants severally and not jointly to the Underwriters the right to purchase
at their election up to 600,000 Option Securities, at the purchase price per Preference Share set forth in the paragraph
above, provided that the purchase price per Option Security shall be reduced by an amount per Preference Share equal to any dividends
or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. Any
such election to purchase Option Securities may be exercised only by written notice from the Representatives to the Company, given
within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Securities to
be purchased and the business day on which such Option Securities are to be delivered, as determined by the Representatives but
in no event earlier than the Closing Date (as defined in Section 4 hereof) or, unless the Representatives and
the Company otherwise
agree in writing, earlier than two or later than ten business days after the date of such notice.
3. Upon the authorization
by the Representatives of the release of the Underwritten Securities, the several Underwriters propose to offer the Underwritten
Securities for sale upon the terms and conditions set forth in the Final Prospectus.
4. (a) The Securities
to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such
names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered
by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”),
for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire
transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours
in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging
at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated
custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to
the Underwritten Securities, 9:30 a.m., New York City time, on April 7, 2015 or such other time and date as the Representatives
and the Company may agree upon in writing, but not later than April 14, 2015, and, with respect to the Option Securities, 9:30
a.m., New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’
election to purchase such Option Securities, or such other time and date as the Representatives and the Company may agree upon
in writing, but not later than May 13, 2015. Such time and date for delivery of the Underwritten Securities is herein called the
“Closing Date”, and such time and date for delivery of the Option Securities, if not the Closing Date, is herein called
a “Time of Delivery”. For the avoidance of doubt, the Closing Date shall also be deemed a Time of Delivery.
(b) The documents to
be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt
for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(q) hereof, will be delivered
at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178 (the “Closing Location”),
and the Securities will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing
Location at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting
the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive
order to close.
5. The Company agrees
with each of the Underwriters:
(a) To prepare the Final
Prospectus in a form approved by the Representatives and to file such Final Prospectus pursuant to Rule 424(b) under the Act not
later than the Commission’s close of business on the second business day following the execution and delivery of this
Agreement; to make no
further amendment or any supplement to the Registration Statement, any Rule 462(b) Registration Statement or the Final Prospectus
prior to the last Time of Delivery which shall be disapproved by the Representatives promptly after reasonable notice thereof;
to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement
or any Rule 462(b) Registration Statement has been filed or becomes effective or any amendment or supplement to the Final Prospectus
has been filed and to furnish the Representatives with copies thereof; to file promptly all material required to be filed by the
Company with the Commission pursuant to Rule 433(d) under the Act; to advise the Representatives, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement, any Rule 462(b) Registration Statement, any Preliminary
Prospectus, the Final Prospectus or Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance
of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending
any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time
to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under
the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities,
provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process or to subject itself to taxation for doing business in any jurisdiction if it is not otherwise so
subject;
(c) Prior to 10:00 a.m.,
New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with written and electronic copies of the Final Prospectus in New York City in such quantities as the Representatives
may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required, at any time prior to the expiration of nine months after the time of issue of the Final Prospectus in connection
with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Final Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus
(or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason
it shall be necessary during such same period to amend or supplement the Final Prospectus in order to comply with the Act, to notify
the Representatives and upon the request of the Representatives to prepare and furnish without charge to each Underwriter and to
any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request
of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect
such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the
Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Final Prospectus,
upon the request of the Representatives but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many
written and electronic copies as the Representatives may request of an amended or supplemented Final Prospectus complying with
Section 10(a)(3) of the Act;
(d) To make generally
available to its securityholders as soon as practicable, an earnings statement of the Company and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158);
(e) During the period
beginning from the date hereof and continuing to and including the date 30 days after the date of the Final Prospectus (the “Lock-Up
Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to,
any Preference Shares of the Company or substantially similar security, including but not limited to any options or warrants to
purchase Preference Shares or substantially similar security, or any securities that are convertible into or exchangeable for,
or that represent the right to receive, Preference Shares or substantially similar security, or publicly disclose the intention
to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Preference Shares or substantially similar security, whether any
such transaction described in clause (i) or (ii) above is to be settled by delivery of Preference Shares or substantially similar
security or such other securities, in cash or otherwise, other than the Securities to be sold hereunder and under the Directed
Share Program.
(f) During a period
of three years from the date hereof, to furnish to the Representatives copies of all reports or other communications (financial
or other) furnished to shareholders, and to deliver to the Representatives as soon as they are available, copies of any reports
and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities
of the Company is listed; provided, however, that the Company may satisfy the requirements of this subsection by
making any such reports, communications or information available on its website or by filing or furnishing such information with
the Commission via EDGAR;
(g) To use the net
proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Disclosure Package
under the caption “Use of Proceeds”;
(h) The Company will
use its commercially reasonable efforts to list the Securities on the Exchange within 30 days of the Closing Date;
(i) If the Company
elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) by 10:00 p.m., Washington D.C. time, on the date of this Agreement, and the Company shall at the time of filing
either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or
give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the Act; and
(j) Upon request
of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the
on-line offering of the Securities (the “License”); provided, however, that the License shall be used
solely for the purpose described above, is granted without any fee and may not be assigned or transferred.
(k) The Company will
pay all fees and disbursements of counsel (including non-U.S. counsel) incurred by the Underwriters in connection with the Directed
Shares Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with
the Directed Shares Program.
(l) The Company will
comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the
Directed Shares are offered in connection with the Directed Shares Program.
(m) The Company will
prepare a final term sheet relating to the Securities in the form of Exhibit A, and will file such final term sheet within the
period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the offering of the Securities.
Any such final term sheet is an Issuer Free Writing Prospectus for the purposes of this Agreement.
(n) The Company will
use commercially reasonable efforts to assist the Underwriters in arranging for the Securities to be eligible for clearance, settlement
and trading through the facilities of DTC.
6. (a) The Company
represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating
to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make
any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission;
any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule
I hereto.
(b) The Company has
complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including
timely filing with the Commission or retention where required and legending.
(c) The Company agrees
that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such
Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or the
Final Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt
notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without
charge to each Underwriter
an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however,
that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made
in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives
expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter
consists of the information described in Section 9 hereof.
7. The Company covenants
and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act
and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any
Rule 462(b) Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and
amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost
of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification
and in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Securities on the Exchange;
(v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required
review by FINRA of the terms of the sale of the Securities; (vi) the cost of preparing share certificates; (vii) the cost and charges
of any transfer agent or registrar; (viii) all other costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this
Section 7, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and
disbursements of their counsel, share transfer taxes on resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
8. The obligations
of the Underwriters hereunder, as to the Securities to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore
to be performed, and the following additional conditions:
(a) The
Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material
required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the
applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act,
the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington D.C. time, on the date of this Agreement;
no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and
no proceeding
for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the
Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests
for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives;
(b) Morgan,
Lewis & Bockius LLP, counsel for the Underwriters, shall have furnished to the Representatives such written opinion or opinions,
dated such Time of Delivery, in form and substance reasonably satisfactory to the Representatives, and such counsel shall have
received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) Cravath,
Swaine & Moore LLP, U.S. counsel for the Company, shall have furnished to the Representatives their written opinion, dated
such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in Annex I;
(d) Conyers
Dill & Pearman Limited, special Bermuda counsel for the Company, shall have furnished to the Representatives their written
opinion, dated such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in Annex
II;
(e) Wragge
Lawrence Graham & Co Monaco SARL, special Monaco counsel for the Company, shall have furnished to the Representatives their
written opinion, dated such Time of Delivery, in form and substance satisfactory to the Representatives to the effect set forth
in Annex III;
(f) Maria
Stamouli & Partners, Greek counsel for the Company, shall have furnished to the Representatives their written opinion, dated
such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in Annex IV;
(g) Advokatfirmaet
Wiersholm AS, Norwegian counsel for the Company, shall have furnished to the Representatives their written opinion, dated such
Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in Annex V;
(h) CMS
Cameron McKenna LLP, special U.K. counsel for the Company, shall have furnished to the Representatives their written opinion, dated
such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in Annex VI;
(i) On the
date of the Final Prospectus at a time prior to the execution of this Agreement, no later than 9:30 a.m., New York City time, on
the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement
and also at each Time of Delivery, each of Deloitte LLP and Deloitte Hadjipavlou, Sofianos & Cambanis S.A. shall have furnished
to the Representatives a letter or letters, dated the respective dates of delivery thereof, containing statements and information
of the type ordinarily included in accountants’ “comfort letters” to
underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement, Disclosure
Package and Final Prospectus, in form and substance satisfactory to the Representatives, except that the letters furnished by Deloitte
LLP and Deloitte Hadjipavlous, Sofianos & Cambanis S.A. for use in connection with the offering of securities outside of the
United States of America, which will be addressed to UBS Limited, 1 Finsbury Avenue, London EC2M 2PP, United Kingdom and Morgan
Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom;
(j) (i)
Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements
included in the Disclosure Package any loss or interference with its business from fire, explosion, flood, piracy, terrorism or
other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Disclosure Package and (ii) since the respective dates as of which information
is given in the Disclosure Package there shall not have been any change in the share capital or long-term debt of the Company or
any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs,
management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise
than as set forth or contemplated in the Disclosure Package, the effect of which, in any such case described in clause (i) or (ii),
is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms and in the manner contemplated
in the Final Prospectus;
(k) On or
after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or
preference shares by any “nationally recognized statistical rating organization”, as such term is defined in Section
3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company’s debt securities or preference shares;
(l) On or
after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in the Company’s
securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York
State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States;
(iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national
emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives
makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at
such Time of Delivery on the terms and in the manner contemplated in the Final Prospectus;
(m) Prior
to or on the Closing Date, an application shall have been made for admission, listing and trading of the Securities on the Exchange,
and satisfactory evidence of such shall have been provided to the Representative.
(n) The
Company shall have executed the Certificate of Designations.
(o) The
Company shall have obtained and delivered to the Underwriters executed copies of an agreement substantially in form attached hereto
as Schedule IV from those individuals and entities listed on Schedule V;
(p) The
Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New
York Business Day next succeeding the date of this Agreement; and
(q) The
Company shall have furnished or caused to be furnished to the Representatives at such Time of Delivery certificates of officers
of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein
at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at
or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (j) of this Section and as to such other
matters as the Representatives may reasonably request.
9. (a) The Company
will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or the Final Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package
or the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in
conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein,
it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information
described in this Section 9.
(b) Each Underwriter,
severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material
fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or the Final Prospectus, or any
amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or the Final Prospectus, or
any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action
or claim as such expenses are incurred. The Company acknowledges that (i) the statements set forth in the last paragraph of the
cover page regarding delivery of the Securities, (ii) the statements set forth in the last paragraph under the caption “Commissions
and Discounts” in the section under the heading “Underwriting”, (iii) the statements set forth in (A) the first,
fifth and eighth sentences in the first paragraph and (B) the first sentence in the second paragraph, under the caption “Price
Stabilization, Short Positions” in the section under the heading “Underwriting” and (iv) the list of Underwriters
and their respective participation in the sale of the Securities, in any Preliminary Prospectus and the Final Prospectus constitute
the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus
or the Final Prospectus.
(c) Promptly after
receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding anything contained
herein to the contrary, if indemnity may be sought pursuant to the last sentence in Section 9(e) hereof in respect of such action
or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the
reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Designated Underwriter
for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program, and all persons, if any,
who control the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act. No
indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf
of any indemnified party.
(d) If the indemnification
provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus.
The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The Company will
indemnify and hold harmless the Designated Underwriter from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action
or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any
material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share
Program or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein no misleading, (ii) arising out of or based upon the failure of any Participant to pay for and accept
delivery of Directed Shares that the Participant agreed to purchase, or (iii) arising out of, related to or in connection with
the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially
determined to have resulted from the bad faith, wilful misconduct or gross negligence of the Designated Underwriter.
(f) The obligations
of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any Underwriter (or, in the case of subsection (e), the
Designated Underwriter) within the meaning of the Act, each broker-dealer affiliate of any Underwriter (or, in the case of subsection
(e), the Designated Underwriter) and any agent of any Underwriter or broker-dealer affiliate of any Underwriter (or, in the case
of subsection (e), the Designated Underwriter); and the obligations of the Underwriters (or, in the case of subsection (e), the
Designated Underwriter) under this Section 9 shall be in addition to any liability which the respective Underwriters (or, in the
case of subsection (e), the Designated Underwriter) may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement
as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Act.
10. (a) If any
Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at a Time of Delivery,
the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such
Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives
do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such
terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives
have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the
purchase of such Securities, the Representatives or the Company shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or
the Final Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements
to the Registration Statement or the Final Prospectus which in the opinion of the Representatives may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If, after giving
effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not
exceed one-eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, then the Company shall
have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to
purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro
rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving
effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to a Time of Delivery for the purpose of the Option Securities,
the obligations of the Underwriters to purchase and of the Company to sell the Option Securities) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and
the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
11. The respective
indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery
of and payment for the Securities.
12. If this Agreement
shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except
as provided in Sections 7 and 9 hereof; but, if for any other reason, any Securities are not delivered by or on behalf of the Company
as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved
in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Securities not so delivered, but the Company shall then be under no further
liability in respect of the Securities not so delivered to any Underwriter except as provided in Sections 7 and 9 hereof.
13. In all dealings
hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to the Representatives at UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Fax: (203) 719-0495,
Attention: Fixed Income Syndicate and Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity
Syndicate Desk, with a copy to the Legal Department; and if to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission
to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire,
which address will be supplied to the Company by the Representatives upon request; provided, however, that notices
under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission
to the Representatives at UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Fax: (203) 719-0495 and Morgan
Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department.
Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required
to obtain, verify and record information that identifies their respective clients, including the Company, which information may
include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly
identify their respective clients.
14. This Agreement
shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections
9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.
15. Time shall be
of the essence of this Agreement.
16. The Company acknowledges
and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction
between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process
leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii)
no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company
on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv)
the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it
will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary
or similar duty to the Company, in connection with such transaction or the process leading thereto.
17. This Agreement
supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of
them, with respect to the subject matter hereof.
18. THIS AGREEMENT
AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE
STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this agreement or the engagement of the
Representatives will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does
not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit
to the jurisdiction of, and to venue in, such courts.
19. The
Company has appointed C T Corporation System as its authorized agent (the “Authorized Agent”) upon whom
process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated herein which may be instituted, by any Underwriter, the directors, officers, employees and agents of any
Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such
court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent
has accepted such appointment and has agreed to act as said agent for service of process, and each of them agrees to take any
and all action, including the filing of any and all documents that may be necessary to continue such appointment in full
force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective
service of process upon the Company.
20. The Company and
each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
21. Definitions.
The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall
mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable Time”
shall mean 3:21 p.m. on March 30, 2015.
“Agreement”
shall mean this Underwriting Agreement.
“Base Prospectus”
shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Applicable Time.
“Business Day”
shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City.
“Commission”
shall mean the Securities and Exchange Commission.
“Disclosure Package”
shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the
Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, and (iv) any other Free Writing Prospectus that
the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Effective Date”
shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or becomes effective.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Final Prospectus”
shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Applicable
Time, together with the Base Prospectus.
“Free Writing
Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Issuer Free Writing
Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Preliminary Prospectus”
shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior
to the filing of the Final Prospectus, together with the Base Prospectus.
“Registration
Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements
and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part
of such registration statement pursuant to Rule 430A or Rule 430B, as amended on each Effective Date and, in the event any post-effective
amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration
statement as so amended or such Rule 462(b) Registration Statement, as the case may be.
“Rule 158”,
“Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule
424”, “Rule 430A”, “Rule 430B”, “Rule 433 and “Rule 462” refer to such rules under
the Act.
22. This Agreement
may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument.
[Remainder of page
intentionally left blank.]
If the foregoing is
in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
|
Very truly yours, |
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GasLog Ltd. |
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By: |
/s/ Paul Wogan |
|
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Name: Paul Wogan |
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Title: Chief Executive Officer |
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The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
UBS Securities LLC
|
By: |
/s/ Christian Stewart |
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Name: Christian Stewart |
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Title: Managing Director |
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|
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By: |
/s/ Prath Reddy |
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|
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Name: Prath Reddy |
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Title: Associate Director |
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Morgan Stanley & Co. LLC
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By: |
/s/ Yurij Slyz |
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Name: Yurij Slyz |
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Title: Executive Director |
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For themselves and the other
several Underwriters, if any,
named in Schedule I to the
foregoing Agreement.
SCHEDULE I
Underwriter | |
|
Total Number of Underwritten Securities to be Purchased | | |
|
Number of Option Securities to be Purchased if Maximum Option Exercised | |
| |
| | | |
| | |
UBS Securities LLC | |
| 1,600,000 | | |
| 240,000 | |
Morgan Stanley & Co. LLC | |
| 1,600,000 | | |
| 240,000 | |
Stifel, Nicolaus & Company, Incorporated | |
| 600,000 | | |
| 90,000 | |
Credit Suisse Securities (USA) LLC | |
| 200,000 | | |
| 30,000 | |
Total | |
| 4,000,000 | | |
| 600,000 | |
SCHEDULE
II
ISSUER FREE WRITING PROSPECTUSES
Final Term Sheet, in the form attached
as Exhibit A.
SCHEDULE III(a)
Owned Vessels |
Vessel |
|
Flag |
|
Owning Entity |
|
IMO Number |
GasLog Savannah |
|
Bermuda |
|
GAS-one Ltd. |
|
9352860 |
GasLog Singapore |
|
Bermuda |
|
GAS-two Ltd. |
|
9355604 |
GasLog Chelsea |
|
Bermuda |
|
GAS-fifteen Ltd. |
|
9390185 |
GasLog Shanghai |
|
Bermuda |
|
GAS-three Ltd. |
|
9600528 |
GasLog Santiago |
|
Bermuda |
|
GAS-four Ltd. |
|
9600530 |
GasLog Sydney |
|
Bermuda |
|
GAS-five Ltd. |
|
9626273 |
GasLog Skagen |
|
Bermuda |
|
GAS-six Ltd. |
|
9626285 |
GasLog Seattle |
|
Bermuda |
|
GAS-seven Ltd. |
|
9634086 |
Solaris |
|
Bermuda |
|
GAS-eight Ltd. |
|
9634098 |
GasLog Saratoga |
|
Bermuda |
|
GAS-nine Ltd. |
|
9638903 |
Methane Rita Andrea |
|
Bermuda |
|
GAS-sixteen Ltd. |
|
9307188 |
Methane Jane Elizabeth |
|
Bermuda |
|
GAS-seventeen Ltd. |
|
9307190 |
Methane Lydon Volney |
|
Bermuda |
|
GAS-eighteen Ltd. |
|
9307205 |
Methane Alison Victoria |
|
Bermuda |
|
Gas-nineteen Ltd. |
|
9321768 |
Methane Shirley Elizabeth |
|
Bermuda |
|
Gas-twenty Ltd. |
|
9321756 |
Methane Heather Sally |
|
Bermuda |
|
Gas-twenty-one Ltd. |
|
9321744 |
SCHEDULE III(b)
Contracted Vessels |
Newbuildings |
|
|
Vessel |
|
Owning Entity |
SHI #2044 |
|
GAS-ten Ltd. |
SHI #2072 |
|
GAS-eleven Ltd. |
SHI #2073 |
|
GAS-twelve Ltd. |
SHI #2102 |
|
GAS-thirteen Ltd. |
SHI #2013 |
|
GAS-fourteen Ltd. |
SHI #2130 |
|
GAS-twenty-two Ltd. |
SHI #2131 |
|
GAS-twenty-three Ltd. |
SHI #2800 |
|
GAS-twenty-four Ltd. |
SHI #2801 |
|
GAS-twenty-five Ltd. |
Pending Vessel Acquisitions |
Methane Becki Anne |
Methane Julia Louise |
SCHEDULE IV
Form of Lock-Up Agreement
GasLog Ltd.
Lock-Up Agreement
________, 2015
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
As Representatives of the several Underwriters
Re: GasLog Ltd.- Lock-Up Agreement
Ladies
and Gentlemen:
The
undersigned understands that UBS Securities LLC and Morgan Stanley & Co. LLC, as representatives, proposes to enter into an
Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),
with GasLog Ltd., a Bermuda exempted company (the “Company”), providing for a public offering of shares of its Series
A Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share (the “Preference Shares”) pursuant to
an effective Registration Statement on Form F-3 (the “Registration Statement”) filed with the Securities and Exchange
Commission (the “SEC”).
In consideration
of the agreement by the Underwriters to offer and sell the Securities, and of other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph
(the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase,
make any short sale or otherwise dispose of any Preference Shares or substantially similar security, or any options or warrants to purchase any Preference Shares or substantially similar security, or any securities
convertible into, exchangeable for or that represent the right to receive Preference Shares or substantially similar security,
whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect
to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s
Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other
transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s
Preference Shares or substantially similar security even if such securities would be disposed of by someone other than the undersigned.
Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of
any right (including without limitation any put or call option) with respect to any of the Undersigned’s Preference Shares
or substantially similar security, or with respect to any security that includes, relates to, or derives any significant part of
its value from such Preference Shares or substantially similar security. If the undersigned is an officer or director of the issuer,
the undersigned further agrees that
the foregoing provisions shall be equally applicable to any issuer-directed Preference Shares or substantially similar security
the undersigned may purchase in the offering. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and
continue for 30 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public
Offering Date”) pursuant to the Underwriting Agreement.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Preference Shares or substantially similar security
(i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value, (iii) with the prior written consent of the Representative on behalf of
the Underwriters, (iv) distributions to limited partners or shareholders of the undersigned who agree to be bound by the terms
of this Lock-Up Agreement or (v) in the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange
Act of 1934, as amended, for the transfer of Preference Shares or substantially similar security,
provided that such plan does not provide for the transfer of Preference Shares or substantially similar security during
the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the share capital of the Company to any wholly-owned subsidiary of such corporation; provided,
however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating
that the transferee is receiving and holding such share capital subject to the provisions of this Lock-Up Agreement and there shall
be no further transfer of such share capital except in accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clauses (i) through
(v) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free
and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Preference
Shares or substantially similar security except in compliance with the foregoing restrictions.
The
undersigned understands that the Company and the Underwriters are relying upon this
Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement
is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.
* * *
If
(i) the Company notifies you in writing that it does not intend to proceed with the public offering or (ii) for any reason the
Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the provisions
of this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.
|
Very truly yours, |
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|
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Exact Name of Shareholder |
|
|
|
|
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Authorized Signature |
|
|
|
|
|
Title |
|
SCHEDULE V
List of Individuals and Entities Subject to Lock Up Agreement
None
Annex I
MATTERS TO BE COVERED BY U.S. COUNSEL OPINION
1. | Assuming that the Underwriting Agreement has been duly authorized
by the Company under the laws of Bermuda, the Underwriting Agreement has been duly executed and delivered by the Company, to the
extent such execution and delivery are governed by the laws of the State of New York. |
| |
2. | The Registration Statement initially became effective under the Securities
Act on August 7, 2014 and thereupon the offering of the Securities as contemplated by the Final Prospectus became registered
under the Securities Act; to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement
has been issued and, to such counsel’s knowledge, no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act; the required filing of the Final Prospectus pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8); and the Issuer Free Writing Prospectus
was filed in the manner and within the time period specified by Rule 433(d). |
| |
3. | The form of certificate to evidence the Preference Shares is valid
and sufficient and complies in all material respects with the requirements of the New York Stock Exchange. |
| |
4. | To such counsel’s knowledge, there is no pending or threatened
action, suit, proceeding or investigation before or by any United States Federal or New York State court, governmental agency or
authority against the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement,
Disclosure Package or Final Prospectus which is not adequately disclosed as required. |
| |
5. | The statements made in the Company’s Annual Report on Form
20-F for the fiscal year ended December 31, 2014 under “Business Overview – Ship Time Charters” and “Risk
Factors – Risks Related to Our Common Shares – Tax Risks”, insofar as they purport to constitute summaries of
the terms of the identified contracts, fairly summarize the matters therein described. Such counsel’s opinion in the preceding
sentence relating to the contracts does not extend to compliance with any financial ratio or any limitation in any contractual
restriction expressed as a dollar amount (or an amount expressed in another currency). Such counsel notes that certain of the contracts
are governed by laws other than New York law; such counsel’s opinions expressed herein are based solely upon our understanding
of the plain language of such agreements, and such counsel does not express any opinion with respect to the effect of the opinions
or statements set forth herein on any interpretation thereof inconsistent with such understanding. |
| |
6. | Although the discussion in the Registration Statement, Disclosure
Package and the Final Prospectus under the heading “Material United States Federal Income Tax Considerations” does
not purport to discuss all possible United States federal income tax consequences of the acquisition, ownership and disposition
of the Preference Shares and Securities, such counsel hereby confirms that the statements of law (including the |
| qualifications
thereto) under such heading represent such counsel’s opinion of the material United States federal income tax consequences
of the acquisition, ownership and disposition of the Preference Shares and Securities, subject to certain assumptions expressly
described in the Registration Statement, Disclosure Package and the Final Prospectus under such heading. |
| |
7. | To such counsel’s knowledge, there is no contract, indenture,
mortgage, loan agreement, note, lease or other document of a character required to be described in the Registration Statement,
Disclosure Package or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required. |
| |
8. | No authorization, approval or other action by, and no notice to,
consent of, order of or filing with, any United States Federal or New York State court, governmental authority or regulatory body
is required to be made or obtained by the Company for the consummation of the transactions contemplated by the Underwriting Agreement,
other than (i) those that have been obtained or made under the Securities Act, (ii) those that may be required under the Securities
Act in connection with the use of a “free writing prospectus” and (iii) those that may be required under the blue sky
laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters. |
| |
9. | None of the execution, delivery and performance of the terms of the
Underwriting Agreement by the Company and the consummation by the Company of the transactions set forth herein will result in any
violation of United States Federal or New York State law, rule or regulation or any ruling, judgment, order or decree, known to
us, of any United States Federal or New York State court, agency or official having jurisdiction over the Company or any of its
subsidiaries or any of the properties or assets of the Company or any of its subsidiaries. |
| |
10. | To such counsel’s knowledge, other than as have been validly
waived and as described in the Disclosure Package, there are no persons with registration rights or other similar rights to have
any securities registered pursuant to the Registration Statement by the Company under the Securities Act. |
| |
11. | Based on the certificate dated the date hereof, from an officer of
the Company, after giving effect to the offering and sale of the Securities, the Company will not be an “investment company”
within the meaning of, or is registered or otherwise required to be registered under, the Investment Company Act of 1940, as amended. |
| |
12. | Neither the Company nor any of its subsidiaries should be a “passive
foreign investment company” as such term is defined in the Internal Revenue Code of 1986, as amended. |
| |
13. | The Preference Shares have been duly registered as a class pursuant
to Section 12 of the Securities Exchange Act of 1934. |
| |
14. | Assuming the validity of such action under the laws of Bermuda relating
to submission to jurisdiction, the Company has, pursuant to Sections 18 and 19 of the Underwriting Agreement (a) validly and irrevocably
submitted to the personal jurisdiction of the courts |
| of the State of New York, and (b) appointed C T
Corporation System as its agent for service of process. |
| |
15. | The Company is a “foreign private issuer” as defined
in Rule 405 under the Securities Act. |
In addition to the matters set forth above,
such counsel shall also state (i) on the basis of information gained in the course of the performance of the services rendered,
that, the Registration Statement, at the time it initially became effective, and the Final Prospectus, as of its date and the Closing
Date, appeared or appears on its face to be appropriately responsive in all material respects to the requirements of the Securities
Act and the applicable rules and regulations thereunder, except that such counsel does not express any view as to the financial
statements and other information of an accounting or financial nature included therein and (ii) that their work in connection with
this matter did not disclose any information that gave them reason to believe that (a) the Registration Statement, at the time
the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, (b) the Final Prospectus, as of its date
or each Time of Delivery included or includes, an untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
or (c) the Disclosure Package, as of the Applicable Time, included an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, except that, in each case, such counsel does not express any view as to the financial statements and other information
of an accounting or financial nature included therein. As to the foregoing, we note that we are admitted to practice only in the
State of New York and we are not admitted to practice in Bermuda.
Annex II
MATTERS TO BE COVERED BY BERMUDA COUNSEL
OPINION
1. | Each of the Company and the subsidiaries listed on Exhibit A (the “Bermuda Subsidiaries”)
is duly incorporated and validly existing as an exempted company with limited liability under the laws of Bermuda in good standing
(meaning solely that the relevant company has not failed to make any required filing with any Bermuda governmental authority or
to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease
to exist under the laws of Bermuda). The Company possesses the capacity to sue and be sued in its own name under the laws of Bermuda. |
| |
2. | The Company has the necessary corporate power and authority to own, lease and operate its properties
and conduct its business as described in the Registration Statement and the Final Prospectus and the necessary corporate power
and authority to enter into and perform its obligations under the Underwriting Agreement. The execution and delivery of the Underwriting
Agreement by the Company and the performance by the Company of its obligations thereunder will not violate the memorandum of association
or bye-laws of the Company, nor any applicable law, regulation, order or decree in Bermuda. |
| |
3. | Each of the Bermuda Subsidiaries has the necessary corporate power and authority to own, lease
and operate its properties and conduct its business as described in the Registration Statement and the Final Prospectus. |
| |
4. | Based solely upon a review of the Company’s memorandum of association and bye-laws and the
Register of Members of the Company as at [●], 2015: |
|
(a) |
the authorized share capital of the Company established under its memorandum of association is US$5,000,000 [divided into [●] common shares of par value US$0.01 each and [•] Preference shares of par value US$0.01 each; |
|
|
|
|
(b) |
there are issued and outstanding [•] common shares of par value US$0.01 each, of the Company all of which are duly authorized, validly issued, fully paid and non-assessable and such shares are not subject to any statutory pre-emptive or similar statutory rights under the Company’s memorandum of association and bye-laws or of general application under Bermuda law. |
5. | When the Preference Shares in the form of the Securities are duly issued and paid for in accordance
with the Underwriting Agreement, the Preference Shares will be duly authorized, validly issued, fully paid and non-assessable and
will not be subject to any statutory pre-emptive or similar statutory rights of general application under Bermuda law. |
6. | The Company has taken all corporate action required to authorize the execution, delivery and performance
of the Underwriting Agreement. The Underwriting Agreement has been |
| duly executed and delivered by or on behalf of the Company and
constitutes the valid and binding obligations of the Company in accordance with the terms thereof. |
| |
7. | The form of the certificate used to evidence the Company’s Preference Shares complies with
the requirements of Bermuda law. |
| |
8. | The statements contained in the Final Prospectus under the captions “Description of Share
Capital”, “Description of Series A Preference Shares”, “Material Tax Considerations – Bermuda Tax
Considerations” and “Service of Process and Enforcement of Liabilities” in the Registration Statement under Item
6 “Indemnification of Directors and Officers” and the information contained in the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2014 under the captions “Additional Information – Share Capital”,
“Additional Information – Memorandum and Articles of Association”, “Additional Information – Exchange
Controls and Other Limitations Affecting Security Holders” and “Additional Information – Tax Considerations –
Bermuda Tax Considerations”, insofar as they purport to describe the provisions of the laws of Bermuda referred to therein,
are accurate in all material respects. |
| |
9. | No order, consent, approval, licence, authorisation or validation of or exemption by any government
or public body or authority of Bermuda or any sub-division thereof is required to authorise or is required to be obtained by the
Company or the Underwriters to authorise or in connection with (i) the issue and sale of the Securities by the Company pursuant
to the Underwriting Agreement, or (ii) the execution, delivery, performance and enforcement of the Underwriting Agreement including
the consummation by the Company of the transactions contemplated by the Underwriting Agreement, except such as have been duly obtained
in accordance with Bermuda law and which are in full force and effect. |
| |
10. | Based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at approximately
[●] a.m. on [●] 2015 (which would not reveal details of proceedings which have been filed
but not actually entered in the Cause Book at the time of our search), there are no judgments against the Company or any of the
Bermuda Subsidiaries nor any legal or governmental proceedings pending in Bermuda to which the Company or any of the Bermuda Subsidiaries
is subject. |
11. | It is not necessary or desirable to ensure the enforceability in Bermuda of the Underwriting Agreement
that it be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda. However,
to the extent that the Underwriting Agreement creates a charge over assets of the Company, it may be desirable to ensure the priority
in Bermuda of the charge that it be registered in the Register of Charges in accordance with Section 55 of the Bermuda Companies
Act. On registration, to the extent that Bermuda law governs the priority of a charge, such charge will have priority in Bermuda
over any unregistered charges, and over any subsequently registered charges, in respect of the assets which are the subject of
the charge. A registration fee of $557 will be payable in respect of the registration. While there is no |
| exhaustive definition
of a charge under Bermuda law, a charge includes any interest created in property by way of security (including any mortgage, assignment,
pledge, lien or hypothecation). As the Underwriting Agreement is governed by the laws of the State of New York, the question of
whether it creates such an interest in property would be determined under the laws of the State of New York. |
| |
12. | There are no Bermuda stamp duty, transfer or similar taxes payable in respect of the issue and
delivery of the Securities to the Underwriters or any subsequent purchasers pursuant to the Underwriting Agreement and the Underwriters
will not become subject to any income, franchise or other tax imposed by a governmental authority of Bermuda solely by reason of
the execution, delivery and performance of the Underwriting Agreement. The Underwriting Agreement is not subject to ad valorem
stamp duty in Bermuda, and no registration, documentary, recording, transfer or other similar tax, fee or charge by any Bermuda
government authority is payable in connection with the execution, delivery, filing, registration or performance of the Underwriting
Agreement. |
| |
13. | The Company has taken all corporate action required to authorise the execution and filing of the
Registration Statement with the Securities and Exchange Commission. The Registration Statement has been duly executed and delivered
by or on behalf of the Company. |
| |
14. | Based solely upon a review of a copy of a letter from the BMA in respect of the Company dated 16
July 2003 the Company has been designated as non-resident of Bermuda for the purposes of the Bermuda Exchange Control Act 1972
and as such is free to acquire, hold, transfer and sell foreign currency and securities without restriction under such legislation
(including the payment of dividends, interests, premiums or additional amounts or other distributions which may be lawfully made
by the Company under the Bermuda Companies Act). |
| |
15. | The Company and the Bermuda Subsidiaries are not entitled to any immunity under the laws of Bermuda,
whether characterized as sovereign immunity or otherwise, from any legal proceedings relating to the Underwriting Agreement, or
the transactions contemplated thereby in respect of themselves or their respective properties. |
| |
16. | The choice of the law of the State of New York as the governing law of the Underwriting Agreement
is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction
in Bermuda, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws
or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda.
The submission by the Company to the non-exclusive jurisdiction of the New York Courts, the waiver by the Company of any objection
related to inconvenient forum and the appointment by the Company of an agent for service of process, in each case pursuant to the
Underwriting Agreement, is valid and binding upon the Company. |
17. | [Based solely on a review of the register of members and the memorandum of association and bye-laws
of each of the Bermuda Subsidiaries certified by the Secretary of such Bermuda Subsidiary on [●] 2015: |
| |
| (a) | the authorized share capital of each of the Bermuda Subsidiaries (other than GasLog Shipping Company
Ltd.) established under each respective memorandum of association of the Bermuda Subsidiaries is US$12,000, divided into 12,000
common shares of par value US$1.00 each; the authorized share capital of GasLog Shipping Company Ltd. is US$150,000 divided into
150,000 common shares of par value US$1.00 each; |
| (b) | there are issued and outstanding 12,000 common shares of each Bermuda Subsidiary (other than GasLog
Shipping Company Ltd.); there are issued and outstanding 150,000 common shares of GasLog Shipping Company Ltd., all of which are
duly authorized, validly issued, fully paid and non-assessable and such shares are not subject to any statutory pre-emptive or
similar statutory rights [under each of the Bermuda Subsidiaries’ respective memorandum of association and bye-laws or] of
general application under Bermuda law; |
| | |
|
(c) |
the Company is the registered holder of all the issued and outstanding common shares of GasLog Carriers Ltd.; |
|
|
|
|
(d) |
GasLog Carriers Ltd. is the registered holder of all the issued and outstanding common shares of each of the Bermuda Subsidiaries (other than itself and GasLog LNG Services Ltd.); and |
|
|
|
|
(e) |
GasLog Investments Ltd. is the registered holder of all the issued and outstanding common shares of GasLog LNG Services Ltd. |
18. | Based solely on a search of the Register of Charges maintained by the Registrar of Companies pursuant
to Section 55 of the Bermuda Companies Act conducted at approximately [●] a.m. on [●] 2015
(which would not reveal details of matters which have been lodged for registration but not actually registered at the time of our
search), there are no charges registered on the assets of the Company and there are [55] charges registered on the
assets of the Bermuda Subsidiaries as further detailed in Exhibit B. |
19. | Based solely on our review of a Transcript of Register dated [●] 2015 issued by the office
of the Department of Maritime Administration in Bermuda in respect of each of the vessels listed on Schedule III to the Underwriting
Agreement (each a “Vessel”, and together the “Vessels”), each of the Vessels is registered in each of the
respective Vessel’s register in the name of the relevant Bermuda Subsidiary bearing the IMO number listed in Schedule III
to the Underwriting Agreement. The “GASLOG SINGAPORE” bearing official number 737972 is subject to a first priority
Bermuda ship mortgage in favour of DNB Bank ASA of 20 St. Dunstan’s Hill, London EC3R 8HY, the “GASLOG SAVANNAH”
bearing official number 737971 is subject to a first priority Bermuda ship mortgage in favour of Danish Ship Finance A/S (Danmarks
Skibskredit A/S) of Sankt Annae Plads 3, DK-1250, Copenhagen, Denmark, the “GASLOG |
| CHELSEA” bearing official number
740580 is subject to a first priority Bermuda ship mortgage in favour of Citibank, N.A., London Branch of Citigroup Center, 33
Canada Square, London E14 5LB, United Kingdom, the “GASLOG SHANGHAI” bearing official number 740552 is subject to a
first priority Bermuda ship mortgage in favour of DNB Bank ASA of 20 St Dunstan’s Hill, London EC3R 8HY, the “GASLOG
SANTIAGO” bearing official number 740553 is subject to a first priority Bermuda ship mortgage in favour of DNB Bank ASA of
20 St Dunstan’s Hill, London EC3R 8HY, the “GASLOG SYDNEY” bearing official number 740573 is subject to a first
priority Bermuda ship mortgage in favour of Nordea Bank Finland Plc, London Branch of 8th Floor, City Place House, 55 Basinghall
Street, London EC2V 5NB, the “GASLOG SKAGEN” bearing official number 740572 is subject to a first priority Bermuda
ship mortgage in favour of Nordea Bank AB, London Branch of 8th Floor, City Place House, 55 Basinghall Street, London EC2V 5NB,
the “GASLOG SEATTLE” bearing official number 740578 is subject to a first priority Bermuda ship mortgage in favour
of Credit Suisse AG of St. Alban-Graben 1-3, P.O. Box CH-4002 Basel, Switzerland, the “SOLARIS” bearing official number
740587 is subject to a first priority Bermuda ship mortgage in favour of DNB Bank ASA of 20 St Dunstan’s Hill, London EC3R
8HY, the “GASLOG SARATOGA” bearing official number 740603 is subject to a first priority Bermuda ship mortgage in favour
of DNB Bank ASA of The Walbrook Building, 25 Walbrook, London EC4N 8AF, the “METHANE RITA ANDREA” bearing official
number 737895 is subject to a first priority Bermuda ship mortgage in favour of Citibank, N.A., London Branch of Citigroup Center,
33 Canada Square, London E14 5LB, United Kingdom, the “METHANE JANE ELIZABETH” bearing official number 737897 is subject
to a first priority Bermuda ship mortgage in favour of Citibank, N.A., London Branch of Citigroup Center, 33 Canada Square, London
E14 5LB, United Kingdom, the “METHANE LYDON VOLNEY” bearing official number 737898 is subject to a first priority Bermuda
ship mortgage in favour of Citibank, N.A., London Branch of Citigroup Center, 33 Canada Square, London E14 5LB, United Kingdom,
the “METHANE ALISON VICTORIA” bearing official number 737291 is subject to a first priority Bermuda ship mortgage in
favour of Citibank, N.A., London Branch of Citigroup Center, 33 Canada Square, London E14 5LB, United Kingdom, the “METHANE
SHIRLEY ELISABETH” bearing official number 737920 is subject to a first priority Bermuda ship mortgage in favour of Citibank,
N.A., London Branch of Citigroup Center, 33 Canada Square, London E14 5LB, United Kingdom, the “METHANE HEATHER SALLY”
bearing official number 737922 is subject to a first priority Bermuda ship mortgage in favour of Citibank, N.A., London Branch
of Citigroup Center, 33 Canada Square, London E14 5LB, United Kingdom, each as described in the Registration Statement and Prospectus,
and no other ship mortgages or other liens are registered with the Department of Maritime Administration in Bermuda over any of
the Vessels. |
Annex III
MATTERS TO BE COVERED BY MONACO COUNSEL
OPINION
1. | GasLog Monaco S.A.M. has been duly incorporated and is a validly subsisting company in good standing
under the laws of Monaco. |
| |
2. |
GasLog Monaco S.A.M. files tax returns and pays tax in Monaco. |
|
|
3. |
The Company is not liable to tax in Monaco. |
|
|
4. | No capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters
to Monaco or to any political subdivision or taxing authority thereof or therein in connection with the sale and delivery by the
Company of the Securities to the Underwriters or the initial resales thereof by the Underwriters in the manner contemplated by
the Underwriting Agreement. There are no documentary, stamp or other issuance or transfer taxes or duties or similar fees under
the laws of Monaco or any political subdivision thereof, required to be paid in connection with the execution and delivery of the
Underwriting Agreement or the sale and delivery by the Company of the Securities to or for the respective accounts of the Underwriters
or the sale and delivery by the Underwriters of the Securities to the initial purchasers thereof. |
| |
5. | All dividends and other distributions declared and payable on the share capital of the Company will not be subject to withholding
or other taxes under the current law and regulations of Monaco. |
Annex IV
MATTERS TO BE COVERED BY GREEK COUNSEL OPINION
On the basis of the foregoing, I am of the
following opinion, on the date hereof :
1. | There are no legal or governmental proceedings pending or, to the
best of my knowledge and belief, threatened in Greece to which the Company or any of its subsidiaries is a party and to which any
property of the Company or any of its subsidiaries is the subject and which might reasonably be expected to materially and adversely
affect the Company and/or create a material liability or claim against the Company under any applicable law. |
| |
2. | The compliance by the Company with the provisions of the Underwriting
Agreement and the consummation of the transactions contemplated therein will not conflict in any material respect with any Greek
law. |
| |
3. | Except from: |
| |
(i) the vessel
owning subsidiaries of the Company which are subject to Greek tonnage tax in accordance with art. 26 of Law 27/75 as amended by
law 4110/2013, and
(ii) the Branch
Office of GasLog LNG Services Ltd. in Greece established and operating in accordance with the Ministerial Decision 3122.1/3836/24184
published in Government Gazette Volume of Development Acts and Contracts 7/2005 issued pursuant to law 27/75 as in force to date
and which as a consequence thereof is Greek tax resident and: (a) is jointly liable for the payment of the Greek tonnage tax of
the vessels under its management pursuant to art. 26 of Law 27/75 and (b) is subject to a contribution in accordance with an agreement
dated 18 July 2013 between foreign ship managing companies established in Greece on one hand and the Greek Government on the other
hand, as amended by addendum thereto dated 31 July 2014, and as such agreement was enacted by art. 42 of law 4301/2014, pursuant
to which the ship managing companies would pay a contribution equal to the tonnage tax mentioned under (i) above for the vessels
managed by such managing companies during the years 2013 to 2016, and such contribution is payable in the next year following the
end of the year when each vessel was managed, i.e. it is payable in the years 2014 to 2017
neither the Company
nor any of its other subsidiaries is required to file tax returns or pay any taxes in Greece.
4. | Based on the assumption that none of the Underwriters is or becomes
a Greek tax resident, no capital gains, income, withholding or other taxes, are payable by or on behalf of the Underwriters to
Greece or to any political subdivision or taxing authority thereof or therein in connection with the sale and delivery by the Company
of the Securities to the Underwriters or the initial resales thereof by the Underwriters in the manner contemplated by the Underwriting
Agreement. There are no documentary, stamp or other issuance or transfer taxes or duties or similar fees under the laws of Greece
or any political subdivision thereof, required to be paid in connection with the execution and delivery of the Underwriting Agreement
or the sale and delivery by the Company of the |
| Securities to or for the respective accounts of the Underwriters or the sale and
delivery by the Underwriters of the Securities to the initial purchasers thereof. |
| |
5. | All dividends and other distributions declared and payable on the
share capital of the Company will not be subject to withholding or other taxes imposed on, or payable by, the Company under the
current law and regulations of Greece. |
| |
6. | Except for GasLog LNG Services Ltd., which is qualified to transact
business as a foreign corporation under the laws of Greece, acting through its branch office in Greece, neither the Company nor
any of its other subsidiaries are qualified, or required to be qualified, to transact business as a foreign corporation under the
laws of Greece. |
Annex V
MATTERS TO BE COVERED BY NORWEGIAN COUNSEL
OPINION
Dear Sirs,
GASLOG LTD. – ISSUE
OF PREFERENCE SHARES
We have acted as Norwegian counsel to the Company in connection
with an offering by the Company of an aggregate of 4,000,000 8.75% Series A preference shares, par value US$0.01 each, together
with an additional 600,000 8.75% preference shares, par value US$0.01 each subject to an option granted to the Underwriters by
the Company pursuant to the Underwriting Agreement (as defined below) (together, the “Preference Shares”).
Documentation Reviewed
For the purpose of giving this opinion, we have examined:
| (i) | a copy of the underwriting agreement dated 30 March 2015 between the Company and the Underwriters
(the “Underwriting Agreement”); |
| (ii) | a certificate issued by the Company designating the Preference Shares and setting forth the rights,
preferences and limitations of such (the “Certificate of Designation”); and |
| (iii) | copies of the bond loan agreement between the Company and Norsk Tillitsmann ASA (the “Bond
Trustee”) on behalf of the bondholders dated 25 June 2013 as amended by (i) a first amendment agreement thereto dated
19 August 2013, (ii) a waiver from the Bond Trustee relevant thereto dated 3 April 2014 (iii) an addendum thereto dated 29 April
2014 and (iv) an amendment agreement thereto dated 14 November 2014 (collectively, the “NOK Bond Agreement”). |
(The documents referred to above are hereinafter referred to
as the “Documents”).
Assumptions
In giving this opinion we have assumed:
| (a) | the genuineness and authenticity of all signatures and the conformity to the originals of all copies
(whether or not certified) of the Documents and the authenticity and completeness of the originals from which such copies were
taken; |
| (b) | that where a Document has been examined in draft form, it has been executed in the form of that
draft; |
| (c) | the capacity, power and authority of each of the parties to the Underwriting Agreement to enter
into and perform its respective obligations thereunder; and |
| (d) | the due execution and delivery of the Underwriting Agreement by each of the parties thereto, and
the delivery thereof by such parties with an intention to be bound thereby. |
For the purpose of this opinion, we have also assumed that:
| (i) | the Company will issue each Preference Share at a price equal to its stated liquidation preference
of $25.00 per Preference Share, less customary underwriting discounts, commissions and expenses; and |
| (ii) | the Company will declare and pay a dividend on each Preference Share each year during which the
NOK Bond Agreement is in effect in an amount exceeding the maximum amount of permitted Distributions (as the term is defined in
Clause 13.4.1.2 of the NOK Bond Agreement) per share set forth in the table in the second paragraph of Clause 13.4.1.2 of the NOK
Bond Agreement provided, however, that the aggregate of all Distributions on common shares, preference shares and otherwise in
such year will not exceed the maximum permitted amount per share when total Distributions for such year are divided by the total
number of shares in the Company in issue (common shares and preference shares) or, if higher, such amount that represents 50% of
the Company’s consolidated net profit after taxes (excluding any profits related to the sale of assets) in the previous accounting
year as reflected in the Company’s audited annual accounts for such accounting year. |
Opinion
On the basis of and subject to the foregoing, we are of the
opinion that none of the:
| (i) | execution, delivery and performance of the terms of the Underwriting Agreement by the Company; |
| (ii) | the issue by the Company of the Preference Shares; and |
| (iii) | performance by the Company of the Preference Shares (including the payment of dividends thereunder); |
will result in a breach of or constitute a default (nor constitute
an event that, with notice, lapse of time or both, would result in any breach or constitute a default) under the NOK Bond Agreement,
nor will such action result in any violation of Norwegian law, rule or regulation or any ruling, judgment, order or decree, known
to us, of any Norwegian court, agency or official having jurisdiction over the Company or any of the properties or assets of the
Company.
Reservations and Qualifications
The above opinion is qualified as follows:
| (a) | our opinion related to the distribution of dividends on the Preference Shares is based on our interpretation
of Clause 13.4.1.2 of the NOK Bond Agreement. Such interpretation is supported by the Bond Trustee, but the Bond Trustee reserves
the right to change its view if facts and circumstances so direct and its view is not binding on the holders of the bonds issued
by the Company under the NOK Bond Agreement. The holders of the bonds may thus contest such interpretation before the Norwegian
courts who will have final say on the issue; and |
| (b) | we disclaim any obligation to update this opinion or otherwise advise you of any matters which
may come to our attention after the date of this opinion and which may affect the opinions set out herein. |
This opinion is based on our knowledge of Norwegian law. We
express no opinion as to any laws of any other jurisdiction.
This opinion is not to be relied upon by any other person than
yourselves or for any other purpose than in relation to the issue of the Preference Shares except that you may disclose this opinion
on a non-reliance basis to your employees, officers, directors, auditors and professional advisors and to any person to whom disclosure
is required by law, regulation, court or governmental order or in connection with legal or regulatory proceedings.
Claims against us arising herefrom are non assignable to others
than such entities that are, directly or indirectly, in 100% control of yourselves or, on the same basis, under common control
with yourselves.
This opinion is subject to Norwegian law and any claim or dispute
hereunder is subject to the exclusive jurisdiction of the Norwegian courts.
Annex VI
MATTERS TO BE COVERED BY U.K. COUNSEL
OPINION
We are of the opinion that the entering into and performance
of the Underwriting Agreement and the Certificate of Designations by the Company will not breach any of the express undertakings
or covenants of the obligors of the Company under the credit documents to which they are party which as a consequence will lead
to the occurrence of an Event of Default (as defined therein), but excluding therefrom all financial covenants or similar undertakings
on which we do not opine.
Exhibit A
Form of Final Term Sheet
See attached.
30 March 2015
GasLog Ltd.
Clarendon House
2 Church Street
Hamilton, HM 11
Bermuda |
|
Matter No.: 344706
Doc Ref: Legal – 9575023
441 299-4926
victor.richards@conyersdill.com |
Dear Sirs,
Re: GasLog Ltd. (the “Company”)
We have acted as special counsel in Bermuda
to the Company in connection with an offering to be made pursuant to the prospectus (including the prospectus supplement, dated
30 March 2015 in the form filed pursuant to Rule 424(b), the “Prospectus”, which term does not include any other document
or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) included in the registration
statement on Form F-3 (Registration No. 333-188817) which was declared effective on 7 August 2013 (the “Registration Statement”,
which term does not include any other instrument or agreement whether or not specifically referred to) filed with the U.S. Securities
and Exchange Commission (the “Commission”), as amended, relating to the registration under the U.S. Securities Act
of 1933, as amended, of an aggregate of 4,000,000 preference shares, par value US$0.01 each together with an additional 600,000
preference shares, par value US$0.01 each subject to an option granted to the Underwriters (as defined in the Prospectus) by the
Company pursuant to the Underwriting Agreement (as defined in the Prospectus) (together, the “Preference Shares”).
For the purposes of giving this opinion, we
have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the
Company, each certified by the Secretary of the Company on 30 March 2015, an excerpt of minutes of a meeting of its directors held
on 25 March 2015 and minutes of a meeting of the pricing committee of the board of directors held on 30 March 2015, each certified
by the
General Counsel of the Company on 30 March
2015 (the “Resolutions”) and such other documents and made such enquiries as to questions of law as we have deemed necessary
in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity
of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity
and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) that there is no provision of the law of any jurisdiction,
other than Bermuda, which would have any implication in relation to the opinions expressed herein, and (d) that upon issue of any
shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.
We have made no investigation of and express
no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance
with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is
issued solely for the purposes of the filing of the Registration Statement and the offering of the Preference Shares by the Company
and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing,
we are of the opinion that:
| 1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning
solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or
tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). |
| 2. | When issued and paid for as contemplated by the Registration Statement, the Preference Shares will
be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid
by the holders thereof in connection with the issue of such shares). |
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the references to our firm under the captions “Legal
Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit
that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman Limited
Conyers Dill & Pearman
Limited
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