Stolt Offshore S.A.
Combines Stolt Comex Seaway and ETPM
A subsidiary of c/o Stolt Offshore M.S. Limited Tel: + 44 1932 773700
Stolt-Nielsen S.A. Dolphin House Fax: + 44 1932 773701
Windmill Road www.stoltoffshore.com
Sunbury-on-Thames
Middlesex TW16 7HT
England
NEWS RELEASE Contact: Julian Thomson
US (877) 603 0267 (toll free)
UK (124) 718436
[email protected]
STOLT OFFSHORE S.A. TO RESTRUCTURE SHARE CAPITAL
RECLASSIFYING CLASS A SHARES TO VOTING COMMON SHARES
London, England - November 13, 2000 - Stolt Offshore S.A. (SOSA) (Nasdaq: SCSWF,
SCSAY; Oslo Stock Exchange: SCS, SCSA) today announced plans to simplify its
share structure. Subject to shareholder approval, the SOSA share capital will be
restructured so there are only two classes of shares outstanding: voting Common
Shares and voting Founder's Shares. The outstanding 47.4 million non-voting
Class A Shares will be reclassified as Common Shares on a share for share basis.
Additionally, SOSA's 34 million outstanding convertible Class B Shares will be
converted into 17 million Common Shares in accordance with the terms of the
Class B Shares, that is, on the basis of two Class B Shares into one Common
Share. The Common Shares will be listed in Norway on the Oslo Stock Exchange and
trade as ADRs in the U.S. on Nasdaq. Finally, to maintain the voting power of
the Class B Shareholders following the conversion of Class B Shares into Common
Shares, SOSA will issue 21.8 million newly created Founder's Shares to the
holders of the Class B Shares. The Founder's Shares, substantially similar to
those of Stolt-Nielsen S.A., would carry only nominal economic rights and not be
considered part of the share capital of the Company. They would vote together
with the 87.2 million Common Shares and would represent at all times 20% of the
voting shares of SOSA. The share restructuring plan does not change the
underlying economic interests of existing shareholders. It is anticipated that
the share restructuring will be tax-free to the Company's U.S. and Norwegian
based shareholders.
The SOSA restructuring will require the approval of 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
of two-thirds of those shares voting is required. The shareholder vote is
planned for early 2001 with implementation taking place shortly thereafter. If
the shareholders approve the proposed restructuring plan, there would be
outstanding 87.2 million Common Shares and 21.8 million Founder's Shares.
Jacob Stolt-Nielsen, Chairman of SOSA, said, "If approved, the share
restructuring will eliminate the non-voting Class A Shares leaving SOSA with a
single class of voting Common Shares and single class of voting Founder's
Shares. This share structure will hopefully result in a simpler, more
transparent ownership structure and provide for increased liquidity in financial
markets which we hope will increase shareholder value."
Stolt Offshore is a leading offshore contractor to the oil and gas industry,
specializing in technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection and maintenance services.
The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and
the Americas.
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 SEC.
A conference call will be held to discuss the details of the restructuring of
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 SOSA Deputy Chairman and
SNSA Chief Operating Officer
and President
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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