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UNLAWFUL
LONDON, January 12, 2021 - Stolt-Nielsen Limited (Oslo Børs: SNI) today
announced that it is evaluating an initial public offering (the “IPO”) of its
land-based fish farming business (“Stolt Sea Farm”). Stolt Sea Farm has engaged
ABG Sundal Collier ASA and Pareto Securities AS as financial advisers to explore
a potential listing in Oslo during 2021, subject to prevailing equity capital
markets conditions.
Stolt Sea Farm is a specialist land-based aquaculture business sustainably
producing turbot and sole at 14 different locations in Spain, Portugal, France,
Iceland and Norway. The turbot and sole is sold under the brands of Prodemar™,
King Sole™ and King Turbot™. Annual production capacity currently stands at
5,700 tonnes of turbot and 1,570 tonnes of sole with 100% of the juvenile supply
provided by its own high-performing broodstock, and as such Stolt Sea Farm holds
a leading position in the production of these species. Stolt Sea Farm has a long
track record of strong performance with more than a decade of positive
operational EBIT in turbot. In 2019, Stolt Sea Farm sold 8.3 million kilograms
of turbot, generating 89% of Stolt Sea Farm’s revenues and achieved operational
EBIT/Kg (WFE) for turbot of EUR 1.7.
The aquaculture industry is consistently growing due to the decreasing
availability of wild catch and growing consumer demand for healthy protein, and
turbot and sole are widely regarded as high-quality species. Stolt Sea Farm has
over 30 years’ experience in the development and operations of sustainable,
environmentally friendly land-based aquaculture. In January 2021, Stolt Sea Farm
completed the first production cycle of its state-of-the art recirculation
(“RAS”) module in Spain, with all biological indicators exceeding project
estimates. Stolt Sea Farm is now well positioned to leverage its proven
technological advantage and significantly grow its position in both turbot and
sole with plans to grow production capacity (combined turbot and sole) to 9,600
tonnes by 2025 and 23,300 tonnes by 2035.
Stolt-Nielsen Limited intends to remain a majority shareholder in Stolt Sea Farm
following the IPO as Stolt Sea Farm continues to develop its position within
land-based aquaculture and roll-out its proven RAS and flow-through technology.
The company will provide further updates as appropriate.
For additional information please contact:
Jens F. Grüner-Hegge
Chief Financial Officer
U.K. +44 (0) 20 7611 8985
j.gruner-hegge@stolt.com (mailto:j.gruner-hegge@stolt.com)
Ellie Davison
Head of Corporate Communications
UK +44 (0) 20 7611 8926
e.davison@stolt.com (mailto:e.davison@stolt.com)
About Stolt-Nielsen Limited
Stolt-Nielsen Limited (SNL or the ‘Company’) is a long-term investor and manager
of businesses focused on opportunities in logistics, distribution and
aquaculture. The Stolt-Nielsen portfolio consists of its three global bulk-
liquid and chemicals logistics businesses (Stolt Tankers, Stolthaven Terminals
and Stolt Tank Containers), Stolt Sea Farm and investments in LNG. Stolt-Nielsen
Limited is listed on the Oslo Stock Exchange (Oslo Børs: SNI).
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Important information
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
None of ABG Sundal Collier ASA and Pareto Securities AS (the “Managers”) or any
of their respective affiliates or any of their respective directors, officers,
employees, advisors or agents accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other
information relating to Stolt Sea Farm, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising from
any use of this announcement or its contents or otherwise arising in connection
therewith. This announcement has been prepared by and is the sole responsibility
of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The
publication, distribution or release of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any document or
other information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan or any jurisdiction to whom or in which such
offer or solicitation is unlawful. The securities referred to in this
announcement have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or
sold in the United States absent registration or an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act and in accordance with applicable U.S. state securities laws. The Company
does not intend to register any securities referred to herein in the United
States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
Member State (the “Prospectus Regulation”). Investors should not subscribe for
any securities referred to in this announcement except on the basis of
information contained in the aforementioned prospectus, if a prospectus is
published. Copies of any such prospectus will, following publication, be
available from the registered office and, subject to certain exceptions, on the
website of Stolt Sea Farm’s holding company to be listed.
In any EEA Member State other than Norway this communication is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”),
i.e., only to investors who can receive the offer without an approved prospectus
in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (a) “qualified investors” within the meaning of
the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018 and that are (i)
persons who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order, or other
persons to whom this announcement may otherwise lawfully be communicated (all
such persons under (a) and (b) together being referred to as “relevant
persons”). Any investment or investment activity in relation to the proposed IPO
will be available in the United Kingdom only to relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The Managers and their affiliates are acting exclusively for Stolt Sea Farm and
the selling shareholder and no-one else in connection with the intended IPO.
They will not regard any other person as their respective clients in relation to
the intended IPO and will not be responsible to anyone other than Stolt Sea Farm
and the selling shareholder for providing the protections afforded to their
respective clients, nor for providing advice in relation to the intended IPO,
the contents of this announcement or any transaction, arrangement or other
matter referred to herein.
In connection with the contemplated IPO the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
Stolt Sea Farm or related investments in connection with the contemplated IPO or
otherwise. Accordingly, references in any prospectus, if published, to the
shares being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute “forward-looking
statements”. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “should,”
“seek,”, “aim” and similar expressions. The forward-looking statements in this
release are based upon various assumptions, many of which are based, in turn,
upon further assumptions. Although Stolt Sea Farm believes that these
assumptions were reasonable when made, these assumptions are inherently subject
to significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
its control. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements. The
Company does not represent or warrant that Stolt Sea Farm’s actual future
results, performance or achievements will be as discussed in the those
statements, and Stolt Sea Farm, each of the Managers and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise.
The contemplated IPO may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the contemplated IPO will
proceed and that the listing will occur.
Certain figures contained in this document, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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