NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE 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
Ellie Davison
Head of Corporate Communications
UK +44 (0) 20 7611 8926
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