Stolt-Nielsen S.A. Shareholders Approve Plan to Migrate Parent Company to Bermuda from Luxembourg

November 17, 2010 09:16

Stolt-Nielsen S.A. announced that all agenda items were approved at an Extraordinary Meeting of Shareholders held to vote upon the proposed plan to migrate the location of the parent company to Bermuda from Luxembourg, where SNSA is currently registered, reports with reference to Stolt-Nielsen.

Under the plan, which was recommended by the SNSA Board of Directors, SNSA and Stolt-Nielsen Limited, a recently formed Bermuda company wholly owned by SNSA, will merge and amalgamate with each other, effective November 18, 2010.

The amalgamated company will be named Stolt-Nielsen Limited. As required by the plan, shareholders of Stolt-Nielsen Limited also approved the plan at a special general meeting held today in Bermuda. SNSA shareholders registered in the Norwegian Central Securities Depository (Verdipapirsentralen or VPS) with DnB NOR Bank ASA, as VPS Registrar, at the close of business on November 18, 2010 will receive one share in the Bermuda company for each share in SNSA.

The last day of trading of SNSA's common shares on the Oslo Bors will be November 18, 2010, and the first day of trading of the Bermuda company's common shares on the Oslo Børs will be November 19, 2010. As announced by SNSA on July 12, 2010, Luxembourg's special holding company regime will end as of December 31, 2010, as part of ongoing initiatives to harmonise laws and regulations among the member states of the European Union.

The move to Bermuda will enable SNSA and its shareholders to continue to benefit from a legal structure similar to that which SNSA has experienced as a holding company in Luxembourg since 1974.

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