Aker Seafoods ASA - proposal for distribution of the shares in Norway Seafoods Group AS to the shareholders in Aker Seafoods ASA
On 19 October 2011 the board of Aker Seafoods ASA ("Aker Seafoods") resolved to propose that the shares in Norway Seafoods Group AS ("Norway Seafood") will be distributed to the share-holders in Aker Seafoods.
Today Norway Seafoods is a wholly-owned subsidiary of Aker Seafoods.
The board of Aker Seafoods wishes to develop the business of the companyin two separate entities; the harvesting company Aker Seafoods and the marketing and processing company Norway Seafoods. The board has in its assessment emphasised the differences the two business areas harvesting and Market/Processing with specific needs for expertise, different HSE challenges, different products/markets, differing business models and distinct needs with respect to management and development. In addition the board wishes to facilitate the establishment of a strategic partnership for a market oriented processing company.
The board therefore proposes to distribute all the shares in Norway Seafoods to the shareholders of Aker Seafoods at the time of the distribution. Norway Seafoods will apply for a listing on the Norwegian OTC-list immediately after the distribution of the shares.
The distribution is proposed to be effected through a capital reduction by reducing the share premium account and distributing to the shareholders in Aker Seafoods at the date of distribution. It is proposed that the share premium account is reduced with NOK 285,816,800 from NOK 355,644,961 to NOK 69,828,161 and that the reduction amount shall be used to distribute shares in Norway Seafoods to the shareholders in Aker Seafoods according to their ownership share at the time of the distribution. Aker Seafoods waives its rights to receive shares in Norway Seafoods for its holding of own shares. The corresponding shares in Norway Seafoods will be distributed to the other shareholders in Aker Seafoods according to their reciprocal share interest. The distribution will for tax purposes be effected as a repayment of paid in equity.
The proposal for a capital reduction will be considered in an extraordinary general meeting at Aker Seafoods on November 4th, 2011. Please find enclosed the notice of the extraordinary general meeting. In addition to the approval from the general meeting at Aker Seafoods the capital reduction will be contingent on the following condition being complied:
i) Aker Seafoods fulfils the conditions for continued listing on Oslo Stock Exchange after the capital reduction;
ii) necessary approvals from public authorities and third parties, including the company's and Norway Seafoods' lenders, are obtained;
iii) settle any objections to the transaction from any creditors of the company; and
iv) the board of directors in Aker Seafoods ASA, in its sole discretion, considers the financing of Norway Seafoods Group AS satisfactory.
The board of directors in Aker Seafoods ASA may resolve to postpone or refrain from implementing the distribution if the basis for the distribution, in the opinion of the board of directors, is no longer present or if the board of directors considers the distribution not to be in the interest of the Company or its shareholders.
A two month creditor notice period will apply after the decision on acapital reduction has been registered in the Register of Business Enterprises. Provided that all conditions for the share capital reduction have been fulfilled, the capital reduction will be implemented early 2012.
Norway Seafoods was founded in 2010 and operates in manufacturing of fish and fish products at 14 plants: 9 in Norway, 3 in Denmark and 2 in France. The company's business also includessome fish farming in France. Of the 9 plants in Norway, 6 are processing plants with production equipment rented from Aker Seafoods. For further information on Norway Seafoods please see the company's interim report for the second quarter 2011 and the presentation of Norway Seafoods published on the company's home page http://www.akerseafoods.com/.
The board of directors of Norway Seafoods Group AS consist of Niclas Ljungblom (chair of the board), Thomas H. Farstad, Gunnar V. Aasbø-Skinderhaug, Olav Holst-Dyrnes, Bjarne Kristiansen, John-Ove Aspnes and Nina Katrine Hanssen. Prior to the distribution a new board reflecting the planned new ownership structure will be elected.
The management team in Norway Seafoods consists of Thomas H. Farstad, CEO, Gunnar V. Aasbø-Skinderhaug, CFO, Johannes Palsson, Group Director Production and Frode H. Mikkelsen, Group Director Sales & Marketing. Norway Seafoods has approximately 1 150 employees.
Below are the key figures from Norway Seafoods' income statement and balance sheet (consolidated) since the establishment in 2010.
Profit and loss statement (all figures in NOK millions)
YTD 30. June 2010
YTD 30. June 2011
EBIT - margin
Balance sheet (all figures in NOK millions)
31. December 2010
31. March 2011
30. June 2011
Equity and minority interests
Total equity and liabilities
If the distribution of the shares of Norway Seafoods is completed as planned, Aker Seafoods Director of Harvesting, Olav Holst-Dyrnes, will take on the role as CEO of Aker Seafoods ASA. Aker Seafoods' current CEO, Thomas Farstad, will take the role as CEO of Norway Seafoods Group AS. No other contracts which benefits leading employees or members of the board of directors of Aker Seafoods or Norway Seafoods have been entered in connection with the planned transaction.
The proposed capital reduction will be further described in an information memorandum to be published in accordance with section 3-5 in Oslo Stock Exchange Continuing Obligations for Listed Companies.