Extraordinary General Meeting Corporate Restructuring Lighthouse Caledonia Group

March 1, 2010 14:27

The Board of Directors is currently planning a comprehensive restructuring of the Lighthouse Caledonia Group (the "Group"), reports www.megafishnet.com with reference to Lighthouse Caledonia.

'The Scottish Salmon Company Ltd' (SSC) applied on 25th February 2010 for admission to be listed on Oslo Axess.  SSC is a 100% subsidiary of 'Lighthouse Caledonia ASA' (LHC ASA) and registered in Jersey.  As a consequence of the restructuring, SSC will ultimately become the new parent company of the Group, with a continuous listing on Oslo Axess.

The main reason for the re-domiciliation is that the new structure will provide increased flexibility for the Group's future investments, growth, stability, competitiveness and strong marketing focus.  In addition the restructuring will obtain a de facto re-domiciliation but still maintain a listing on Oslo Axess.

The listing will be conditional on SSC launching simultaneously an exchange offer (the "Exchange Offer") for the shares in LHC ASA.  All existing shareholders of LHC ASA will be offered to convert their shares into new shares in SSC to be listed on Oslo Axess.  The Exchange Offer is likely to include a mechanism to consolidate the shares (reversed split) in a ratio of 10:1, i.e., replacing 10 existing shares of LHC ASA with one new SSC share. This will ensure a more practical and appropriate quotation price in SSC than the current share price in LHC ASA.

If and when the Exchange Offer and the listing of SSC are completed, LHC ASA will become a subsidiary of SSC without any business and thus be dormant. In such case, an application for delisting of LHC will be submitted, provided that the general meeting adopts such resolution.

This development does not have any operational implications for the Group, and the effect of the Group balance remains unchanged.

Further details with respect to the listing of SSC and the Exchange Offer will be announced when a prospectus is reviewed and approved by Oslo Børs.

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