Stolt-Nielsen S.A. Shareholders Approve Plan to Migrate Parent Company to Bermuda from Luxembourg
LONDON, November 16, 2010 - Stolt-Nielsen S.A. ("SNSA") (Oslo B?rs: SNI) announced today that all agenda items were approved at an Extraordinary Meeting of Shareholders held to vote upon the proposed plan to migrate the location of the parent company to Bermuda from Luxembourg, where SNSA is currently registered. The meeting took place today at the offices of SGG S.A., 412F route d'Esch, L-1471 Luxembourg.
Under the plan, which was recommended by the SNSA Board of Directors, SNSA and Stolt-Nielsen Limited, a recently formed Bermuda company wholly owned by SNSA, will merge and amalgamate with each other, effective November 18, 2010. The amalgamated company will be named Stolt-Nielsen Limited. As required by the plan, shareholders of Stolt-Nielsen Limited also approved the plan at a special general meeting held today in Bermuda.
SNSA shareholders registered in the Norwegian Central Securities Depository (Verdipapirsentralen or VPS) with DnB NOR Bank ASA, as VPS Registrar, at the close of business on November 18, 2010 will receive one share in the Bermuda company for each share in SNSA. The last day of trading of SNSA's common shares on the Oslo B?rs will be November 18, 2010, and the first day of trading of the Bermuda company's common shares on the Oslo B?rs will be November 19, 2010.
As announced by SNSA on July 12, 2010, Luxembourg's special holding company regime will end as of December 31, 2010, as part of ongoing initiatives to harmonise laws and regulations among the member states of the European Union. The move to Bermuda will enable SNSA and its shareholders to continue to benefit from a legal structure similar to that which SNSA has experienced as a holding company in Luxembourg since 1974.
Jan Chr. Engelhardtsen
Chief Financial Officer
UK +44 (0) 20 7611 8972
Jens F. Gr?ner-Hegge
V.P. Corporate Finance
UK +44 (0) 20 7611 8985
About Stolt-Nielsen S.A.
Stolt-Nielsen S.A. (SNSA or the "Company") is a leading global provider of integrated transportation solutions for bulk liquid chemicals, edible oils, acids, and other specialty liquids through its three largest business divisions, Stolt Tankers, Stolthaven Terminals and Stolt Tank Containers. Stolt Sea Farm produces and markets high quality turbot, sole, sturgeon, and caviar. Stolt-Nielsen Gas transports liquefied petroleum gas (LPG) with its fleet of very large gas carriers (VLGCs). Stolt-Nielsen S.A. is listed on the Oslo Stock Exchange.
This press release contains "forward-looking statements" based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statement. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect the Company's current views and assumptions and are subject to risks and uncertainties. The Company does not represent or warrant that the Company's actual future results, performance or achievements will be as discussed in the those statements, and assumes no obligation to, and does not intend to, update any of those forward-looking statements other than as may be required by applicable law.