Cheniere Energy, Inc. revealed Thursday it will hold a special meeting of stockholders on Feb. 8, 2005 to consider a proposal to triple the number of common stock shares available for issuance, taking the total to 120 million shares from the current 40 million shares.

In a Securities and Exchange Commission filing Dec. 30 the company said the board of directors believes the 12,843,086 shares of common stock that are not reserved for any specific use and which currently are available for issuance out of the 40 million authorized do not provide it with sufficient flexibility to act in a timely manner in meeting future stock needs.

Cheniere anticipates that it may in the future need to issue additional shares in connection with one or more of the following: acquisitions; strategic investments; corporate transactions, such as stock splits or stock dividends; financing transactions, such as public offerings of common stock or convertible securities; incentive and employee benefit plans; and otherwise for corporate purposes that have not yet been identified.

Cheniere said it has no plans under consideration at this time.

The stockholders meeting also will consider a proposal to increase Cheniere’s 2003 stock incentive plan from one million shares to four million shares. . The shares are directed to attract and keep high caliber personnel. The company said that as of Dec. 17, an aggregate of 843,676 shares of common stock under the 2003 plan were outstanding for bonus stock awards, restricted stock awards and options to purchase common stock, none of which had been exercised or expired, leaving a total of 156,324 shares available for future issuance under the 2003 plan.

Based on 25,434,758 shares of common stock issued and outstanding as of Dec. 17, 2004, the shares subject to existing stock options and the additional shares available for issuance under the 2003 plan would represent less than 2% of the outstanding shares.

Stockholders of record Dec. 30 will be entitled to a vote on the proposals. Cheniere said it would send out the notice and proxy shortly after the first of the year.

Earlier in December Cheniere closed on a public offering of five million shares of common stock at $60 per share which netted $286 million in cash (see Daily GPI, Dec. 10).

And more recently the company received a certificate from the Federal Energy Regulatory Commission for development and operation of the $750 million Sabine Pass LNG terminal in Cameron Parish, LA. With a proposed peak sendout of 2.6 Bcf/d of regasified LNG, the terminal will be the largest of the three proposed and four existing U.S. LNG terminals with FERC certificates (see Daily GPI, Dec. 16).

A FERC certificate already had been issued for Freeport LNG in Brazoria County, TX, which Cheniere owns with ConocoPhillips, Contango and Dow Chemical. Cheniere also has filed an application at FERC for a terminal in Corpus Christi, TX, and has plans for terminals in Brownsville, TX, Mobile Bay, AL, and another location in Cameron Parish, LA.

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