Stolt-Nielsen Limited Aldwych House Tel: +44 20 7611 8960
A subsidiary of 71-91 Aldwych Fax: +44 20 7611 8965
Stolt-Nielsen S.A. London WC2B 4HN www.Stolt-Nielsen.com
England
NEWS RELEASE
Contact: William W. Galvin
USA 1 203 618 9800
[email protected]
Valerie Lyon
UK 44 20 7611 8904
[email protected]
Stolt-Nielsen S.A. Plans Share Restructuring
London, England - November 13, 2000 - Stolt-Nielsen S.A. (SNSA) (Nasdaq: STLTF,
STLBY; Oslo Stock Exchange: SNIB) today announced a share-restructuring plan.
Subject to shareholder approval, this will involve the reclassification as
voting Common Shares of the various classes of non-voting shares of both
Stolt-Nielsen S.A. and its 53% owned publicly traded subsidiary Stolt Offshore
S.A. (SOSA) (Nasdaq: SCSWF, SCSAY; Oslo Stock Exchange: SCS, SCSA).
Reclassification of Stolt-Nielsen S.A. Shares
Subject to shareholder approval, the currently outstanding non-voting SNSA Class
B Shares will be reclassified as voting Common Shares. The existing class of
Founder's Shares held by the Stolt-Nielsen family will remain outstanding and
continue to constitute 20% of the outstanding voting shares of SNSA. Voting
rights attributable to the Founder's Shares would be revised to remove certain
special blocking rights, most of which relate to mergers or acquisitions. The
Founder's Shares have only nominal economic rights and are not considered part
of the share capital of the Company. The reclassified Common Shares will be
listed in Norway on the Oslo Stock Exchange and trade as ADRs in the United
States on Nasdaq. Following this reclassification, if approved by shareholders,
SNSA will have outstanding 54.8 million Common Shares and 13.7 million Founder's
Shares.
Reclassification of Stolt Offshore S.A. Shares
Subject to shareholder approval, the SOSA share capital will be restructured so
that there are only two classes of shares outstanding: voting Common Shares and
voting Founder's Shares. In order to simplify the share structure, the current
47.4 million outstanding Class A Shares will be reclassified to Common Shares on
a one for one basis and SOSA's current 34.0 million outstanding convertible
Class B Shares will be converted into 17.0 million Common Shares on the basis of
one Common Share for two Class B Shares. In order to maintain the voting power
of the Class B Shares following their conversion, SOSA will issue newly created
Founder's Shares to the holders of the Class B Shares. The SOSA Founder's Shares
will be substantially similar to the existing SNSA Founder's Shares and
represent at all times 20% of the voting shares of SOSA. These shares will have
only nominal economic rights and are not considered part of the share capital of
the Company. The SOSA Common Shares will be listed in Norway on the Oslo Stock
Exchange and trade as ADRs in the U.S. on Nasdaq. Following this
reclassification, SOSA will have outstanding 87.2 million Common Shares and 21.8
million Founder's Shares.
General Comments on the Share Restructuring Plans for SNSA and SOSA
The share restructuring plans do not change the underlying economic interests of
existing shareholders. It is anticipated that the share restructuring will be
tax-free to the SNSA's and SOSA's U.S. and Norwegian based shareholders.
The SNSA and SOSA share restructurings will require the approval of the
respective shareholders at a general vote of all shares as well as the separate
approval of the holders of each class of shares voting as a separate class. In
each case, a quorum of 50% and approval by two-thirds of those shares voting
will be required. The shareholder meetings are planned for early 2001 with
implementation of the share restructurings to follow shortly thereafter.
Both SNSA and SOSA will continue to follow U.S. GAAP based reporting and fulfill
all U.S. SEC reporting requirements as a foreign filer and Oslo Stock Exchange
reporting requirements.
Jacob Stolt-Nielsen, Chairman and Chief Executive Officer of Stolt-Nielsen S.A.
said, "With both the Stolt-Nielsen Transportation Group and SOSA now showing
signs of recovery from lows in the chemical transportation and offshore industry
cycles, we believe now is a particularly opportune time to simplify the share
structure, eliminate non-voting shares, and hopefully improve the liquidity of
both of our publicly traded companies and increase shareholder value."
Stolt-Nielsen S.A. is one of the world's leading providers of transportation
services for bulk liquid chemicals, edible oils, acids, and other specialty
liquids. The company, through its parcel tanker, tank container, terminal, rail
and barge services, provides integrated transportation for its customers. The
company also owns 53 percent of Stolt Offshore S.A. (Nasdaq: SCSWF, SCSAY; Oslo
Stock Exchange: SCS, SCSA), which is among the largest subsea services
contractors in the world. Stolt Offshore specializes in providing engineering,
flowline and pipeline lay, construction, inspection, and maintenance services to
the offshore oil and gas industry. Stolt Sea Farm, wholly-owned by the company,
produces and markets high quality Atlantic salmon, salmon trout, turbot,
halibut, sturgeon, and caviar.
This news release contains forward-looking statements as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Actual future results and
trends could differ materially from those set forth in such statements due to
various factors. Additional information concerning these factors is contained
from time to time in the Company's U.S. SEC filings, including but not limited
to the Company's report on Form 20-F for the year ended November 30, 1999.
Copies of these filings may be obtained by contacting the Company or the U.S.
SEC.
A conference call will be held to discuss the details of the restructuring of
SNSA and SOSA:
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Conference
Call Details PostView Facility
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Date & Time November 14, 2000 Available directly after the
9AM EST (2PM BST) conference until 5:00pm EDT on
Wednesday, November 15, 2000
Participants Christopher J. Wright SNSA Chief Operating Officer
and President and SOSA Deputy
Chairman
Jan Chr.Engelhardsten SNSA Chief Financial Officer
Phone 1 212 346-7496 +1 800 633 8284 (in U.S.)
+1 858 812 6440 (outside U.S.)
Reservation Number 16936384
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Live Webcast conference call is available via the company's Internet site
www.stoltoffshore.com commencing on Tuesday, November 14th 2000 at 9:00am EST
(2:00pm BST). A playback of the conference call commences on Tuesday, November
14th 2000 after 12:00 noon EST (5:00pm BST).
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