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The internal reorganization is being implemented as a preparatory step for a
potential initial public offering (“IPO”) of Yara Clean Ammonia (“YCA”) on the
Oslo Stock Exchange.
The demerger and merger follow Yara’s announcement 4 May that it is evaluating a
potential IPO of YCA and will initiate an internal process to organize YCA
assets, contracts etc. into dedicated YCA entities/subsidiaries that, for now,
will remain under Yara’s ownership as a preparatory step in the event of a
potential future IPO. The reorganization is not expected to trigger any material
tax impact.
The Board of Directors of Yara proposes that the transfer of YCA is carried out
by way of a demerger whereby the YCA business is transferred to an intermediary
company. After the demerger, the intermediary company is immediately merged with
the newly established Yara Clean Ammonia Holding AS (“YCA Holding”), by way of a
triangular merger. Through this internal reorganization, a new holding structure
in the group will be established, where YCA will be placed in YCA Holding AS.
YCA Holding will be a wholly-owned subsidiary of Yara, the reorganization will
not alter Yara’s ownership of YCA’s business. The number and nominal value of
shares in Yara will remain unchanged after the completion of the reorganization.
Danske Bank, Norwegian Branch, has provided a fairness opinion to Yara in
connection with the valuation of YCA in the demerger.
The demerger and merger plans will be submitted for registration with the
Norwegian Register of Business Enterprises today, and will be made available on
Yara’s website at www.yara.com/investor-relations/reports-presentations
(Reports and presentations | Yara International). The demerger
and merger plans will need to be approved in an extraordinary general meeting.
The notice to the extraordinary general meeting will be published in due course.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Contacts:
Silje Nygaard
Head of Investor Relations, Yara
Mobile: +47 957 04 843
E-mail: silje.nygaard@yara.com
Hilde Steinfeld
Communications Director, Yara Clean Ammonia
Mobile: +47 993 53 030
E-mail: hilde.steinfeld@yara.com
About Yara
Yara grows knowledge to responsibly feed the world and protect the planet.
Supporting our vision of a world without hunger and a planet respected, we
pursue a strategy of sustainable value growth, promoting climate-friendly crop
nutrition and zero-emission energy solutions. Yara’s ambition is focused on
growing a nature positive food future that creates value for our customers,
shareholders and society at large and delivers a more sustainable food value
chain.
To achieve our ambition, we have taken the lead in developing digital farming
tools for precision farming and work closely with partners throughout the food
value chain to improve the efficiency and sustainability of food production.
Through our focus on clean ammonia production, we aim to enable the hydrogen
economy, driving a green transition of shipping, fertilizer production and other
energy intensive industries.
Founded in 1905 to solve the emerging famine in Europe, Yara has established a
unique position as the industry’s only global crop nutrition company. We operate
an integrated business model with around 17,000 employees and operations in over
60 countries, with a proven track record of strong returns. In 2021, Yara
reported revenues of USD 16.6 billion.
www.yara.com (https://www.yara.com/)
About Yara Clean Ammonia (YCA)
Yara grows knowledge to responsibly feed the world and protect the planet. Yara
Clean Ammonia is uniquely positioned to enable the hydrogen economy in a market
expected to grow substantially over the next decades. We aim at significantly
strengthening our leading global position as the world’s largest ammonia
distributor, unlocking the green and blue value chains, and driving the
development of clean ammonia globally.
Building on Yara’s leading experience within global ammonia production,
logistics and trade, Yara Clean Ammonia works towards capturing growth
opportunities in low-emission fuel for shipping and power, carbon-free food
production and ammonia for industrial applications.
Yara Clean Ammonia operates the largest global ammonia network with 12 ships and
has access to 18 ammonia terminals and multiple ammonia production and
consumption sites across the world, through Yara. Revenues and EBITDA (1) for
the last 12 months were USD 3,037 million and USD 166 million as per Q1 2022.
Yara Clean Ammonia is headquartered in Oslo, Norway.
www.yaracleanammonia.com (http://www.yaracleanammonia.com)
Endnote:
- Financial figures are presented according to Yara’s segment reporting, and is
expected to deviate from YCA’s combined financials as a stand-alone company. For
explanations, definitions and reconciliations of alternative performance
measures, see APM section in 1Q report, page 31-37.
Any securities referred to herein may not be offered or sold in the United
States absent registration under the US Securities Act of 1933, as amended (the
“Securities Act”) or another exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Any offer and sale of the
securities referred to herein has not been and will not be registered under the
Securities Act. There will be no public offer of the securities in the United
States.
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