Stolt-Nielsen S.A. Announces Extraordinary General Meeting of Shareholders
LONDON, October 1, 2010 - Stolt-Nielsen S.A. (Oslo B?rs: SNI) announced today that an Extraordinary General Meeting of Shareholders will be held at the offices of SGG S.A., 412F route d'Esch, L-1471 Luxembourg, on Tuesday, November 16, 2010 at 9:00 a.m. local time for the purpose of voting on the proposed plan to migrate the location of the parent company to Bermuda from Luxembourg, where SNSA is currently registered.
The transaction will be structured so that SNSA and a recently formed Bermuda company (initially owned by SNSA) will merge with and amalgamate with each other and the amalgamated company-named "Stolt-Nielsen Limited"-will continue as an exempted company in Bermuda.
The Financial Supervisory Authority (FSA) of Norway has approved the Prospectus for the listing of the common shares of the Bermuda company on the Oslo B?rs and the Oslo B?rs has confirmed that the common shares of that company will be admitted to trading on the Oslo B?rs, subject to customary requirements being satisfied.
A formal notice of the Extraordinary General Meeting will be mailed to SNSA's shareholders on October 11, 2010. Shareholders will also be provided with a copy of the Prospectus approved by the FSA. The notice and related materials will be posted on SNSA's website - www.stolt-nielsen.com and www.newsweb.no - by the close of business on October 11, 2010. SNSA shareholders of record at the close of business on October 7, 2010 will be entitled to vote at the meeting.
The Board of Directors of SNSA recommends that shareholders approve the proposed merger. The Extraordinary General Meeting will be conducted in conformity with the quorum and voting requirements of the Luxembourg Company Law and the Company's Articles of Incorporation. In addition, as required by Bermuda law, the merger and amalgamation is subject to the approval of a three-fourths majority of the votes cast at the meeting.
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 proposed move is intended to 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.
If shareholders approve the merger and amalgamation, SNSA shareholders of record at the close of business on November 18, 2010 will receive shares in the Bermuda company. 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.
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.