Launch of compulsory acquisition of remaining issued and outstanding shares of Avenir LNG Limited by Stolt-Nielsen Limited
Launch of compulsory acquisition of remaining issued and outstanding shares of Avenir LNG Limited by Stolt-Nielsen Limited
London, March 5, 2025 – Reference is made to the stock exchange announcement of January 27, 2025, stating that Stolt-Nielsen Limited (Oslo Børs: SNI), through its subsidiary Stolt-Nielsen Gas Ltd. had entered into a share purchase agreement to acquire all the shares of Avenir LNG Limited (‘Avenir LNG’) owned by Golar LNG Limited and Aequitas Limited (the ‘Transaction’) and subject to completion of the Transaction, Stolt-Nielsen Gas Ltd. intended to offer to buy the shares of all remaining shareholders in Avenir LNG.
The Transaction has been completed, and Stolt-Nielsen Gas Ltd. now holds more than 95% of the outstanding shares and votes in Avenir LNG.
As the holder of more than 95% of Avenir LNG’s shares, Stolt-Nielsen Gas Ltd. is able to acquire the remaining shares in Avenir LNG by way of a compulsory acquisition, in accordance with section 103 of the Companies Act 1981 of Bermuda (the ‘Bermuda Companies Act’). The board of directors of Stolt-Nielsen Gas Ltd. has resolved to proceed with this compulsory acquisition, and a notice informing Avenir LNG’s shareholders of the compulsory acquisition has been issued (the ‘Compulsory Acquisition Notice’). The purchase price for the compulsory acquisition is $ 1.00 per Avenir LNG share (the ‘Purchase Price’), which is the same price per Avenir LNG share as in the Transaction.
Settlement under the compulsory acquisition will occur in accordance with the standard settlement procedures for compulsory acquisition transactions registered in the Euronext Securities Oslo system (the ‘VPS’). The settlement amount per Avenir LNG share that a shareholder will receive is NOK 11.19, representing the equivalent of $ 1.00 using Norges Bank’s mid-rate in the interbank market as published on March 4, 2025.
Further information about the compulsory acquisition is provided in the Compulsory Acquisition Notice. A copy of the Compulsory Acquisition Notice can also be obtained free of charge during ordinary course of business hours at the offices of DNB Markets, a part of DNB Bank ASA at Dronning Eufemias gate 30, N-0021 Oslo, Norway.
As outlined in the Compulsory Acquisition Notice, shareholders of Avenir LNG may, within a one-month period of such notice, starting on March 11, 2025, and ending on April 11, 2025, apply to the Supreme Court of Bermuda for an appraisal of the value of their Avenir LNG shares. Stolt-Nielsen Gas Ltd. is entitled and bound to acquire the Avenir LNG shares of shareholders of Avenir LNG on the terms of the Compulsory Acquisition Notice upon the expiry of one month from the date on which such notice is given, unless a shareholder of Avenir LNG applies to the Supreme Court of Bermuda to appraise the value of their shares within the one month period, whereby Stolt-Nielsen Gas Ltd. may within one month of the court appraising the value of the shares acquire all such shares at the price fixed by the court or cancel the Compulsory Acquisition Notice.
Completion of the compulsory acquisition and settlement of the Purchase Price are expected to occur on or about April 16, 2025 (subject to no shareholder applying to the Supreme Court of Bermuda for an appraisal of the value of their shares).
Following completion of the compulsory acquisition, Stolt-Nielsen Gas Ltd. will pursue a delisting of Avenir LNG’s shares from Euronext N-OTC.
Sponsored Norwegian Depository Receipts
Equro Issuer Services AS (‘Equro’), Avenir LNG’s registrar in the ‘VPS’, is registered as the holder of the underlying common shares in Avenir LNG’s register of members maintained at the registered office of Avenir LNG in Bermuda. It is not Avenir LNG’s underlying common shares issued in accordance with the Bermuda Companies Act and Avenir LNG’s bye-laws but Sponsored Norwegian Depository Receipts (‘SNDR’), representing the beneficial interests in such common shares, that are registered in book-entry form with the VPS. Shareholders of Avenir LNG (i.e. holders of SNDRs) must therefore refer to Equro for exercising their rights as shareholders of Avenir LNG. Should a shareholder (i.e. a holder of SNDRs) wish to apply to the Supreme Court of Bermuda to appraise the value of their Avenir LNG common shares (and SNDRs), the applicable number of common shares of Avenir LNG must first be transferred to such holder, and Equro must be contacted (info@equro.com) for such transfer to be performed (and prior to any application to the Supreme Court of Bermuda being made). Further details are available in the Compulsory Acquisition Notice.
SNDRs issued in the VPS have certain limitations and risks. You can read more about these limitations and risks in Equro’s general business terms and conditions available at Equro’s webpage. A service description for SNDRs is available at Euronext’s webpage.
Advisors
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to Stolt-Nielsen Limited.
For additional information please contact:
Jens F. Grüner-Hegge
Chief Financial Officer
UK +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 (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 various investments. Stolt-Nielsen Limited is listed on the Oslo Stock Exchange (Oslo Børs: SNI).
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
