Internal transfer to prepare for the potential IPO of Yara Clean Ammonia
Oslo, 2 June 2022: The board of directors of Yara International ASA (“Yara”) has today signed a demerger and a merger plan for the internal reorganization and transfer of Yara's Clean Ammonia business to a wholly-owned subsidiary of Yara. The internal reorganization is being implemented as a preparatory step for a potential initial public offering (“IPO”) of Yara Clean Ammonia (“YCA”) on the Oslo Stock Exchange.
The demerger and merger follow Yara’s announcement 4 May that it is evaluating a potential IPO of YCA and will initiate an internal process to organize YCA assets, contracts etc. into dedicated YCA entities/subsidiaries that, for now, will remain under Yara’s ownership as a preparatory step in the event of a potential future IPO. The reorganization is not expected to trigger any material tax impact.
The Board of Directors of Yara proposes that the transfer of YCA is carried out by way of a demerger whereby the YCA business is transferred to an intermediary company. After the demerger, the intermediary company is immediately merged with the newly established Yara Clean Ammonia Holding AS ("YCA Holding"), by way of a triangular merger. Through this internal reorganization, a new holding structure in the group will be established, where YCA will be placed in YCA Holding AS. YCA Holding will be a wholly-owned subsidiary of Yara, the reorganization will not alter Yara’s ownership of YCA’s business. The number and nominal value of shares in Yara will remain unchanged after the completion of the reorganization.
Danske Bank, Norwegian Branch, has provided a fairness opinion to Yara in connection with the valuation of YCA in the demerger.
The demerger and merger plans will be submitted for registration with the Norwegian Register of Business Enterprises today, and will be made available on Yara's website at www.yara.com/investor-relations/reports-presentations. The demerger and merger plans will need to be approved in an extraordinary general meeting. The notice to the extraordinary general meeting will be published in due course.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Head of Investor Relations, Yara
Mobile: +47 957 04 843
Communications Director, Yara Clean Ammonia
Mobile: +47 993 53 030
Yara grows knowledge to responsibly feed the world and protect the planet. Supporting our vision of a world without hunger and a planet respected, we pursue a strategy of sustainable value growth, promoting climate-friendly crop nutrition and zero-emission energy solutions. Yara’s ambition is focused on growing a nature positive food future that creates value for our customers, shareholders and society at large and delivers a more sustainable food value chain.
To achieve our ambition, we have taken the lead in developing digital farming tools for precision farming and work closely with partners throughout the food value chain to improve the efficiency and sustainability of food production. Through our focus on clean ammonia production, we aim to enable the hydrogen economy, driving a green transition of shipping, fertilizer production and other energy intensive industries.
Founded in 1905 to solve the emerging famine in Europe, Yara has established a unique position as the industry’s only global crop nutrition company. We operate an integrated business model with around 17,000 employees and operations in over 60 countries, with a proven track record of strong returns. In 2021, Yara reported revenues of USD 16.6 billion.
About Yara Clean Ammonia (YCA)
Yara grows knowledge to responsibly feed the world and protect the planet. Yara Clean Ammonia is uniquely positioned to enable the hydrogen economy in a market expected to grow substantially over the next decades. We aim at significantly strengthening our leading global position as the world’s largest ammonia distributor, unlocking the green and blue value chains, and driving the development of clean ammonia globally.
Building on Yara’s leading experience within global ammonia production, logistics and trade, Yara Clean Ammonia works towards capturing growth opportunities in low-emission fuel for shipping and power, carbon-free food production and ammonia for industrial applications.
Yara Clean Ammonia operates the largest global ammonia network with 12 ships and has access to 18 ammonia terminals and multiple ammonia production and consumption sites across the world, through Yara. Revenues and EBITDA (1) for the last 12 months were USD 3,037 million and USD 166 million as per Q1 2022. Yara Clean Ammonia is headquartered in Oslo, Norway.
1) Financial figures are presented according to Yara’s segment reporting, and is expected to deviate from YCA’s combined financials as a stand-alone company. For explanations, definitions and reconciliations of alternative performance measures, see APM section in 1Q report, page 31-37.
Any securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.
About GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire by notified
Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire by notified
Millicom increases Tigo Panama ownership to 100%29.6.2022 23:36:16 CEST | Press release
Millicom increases Tigo Panamaownership to 100% Luxembourg, June 29, 2022 – Millicom closed today the previously-announced transaction to acquire the remaining 20% interest in Telecomunicaciones Digitales, S.A. (formerly known as Cable Onda S.A. or “Tigo Panama”) reflecting an exercise of the founders’ liquidity option as provided for in the Shareholders’ Agreement, which was entered into in 2018. As a result, Millicom now owns 100% of Tigo Panama, the leader in Panama’s telecommunications market. For further information, please contact: Press: Yocasta Valdez, Sr. Manager Digital Media & Communications email@example.com Investors: Michel Morin, VP Investor Relations Sarah Inmon, Director Investor Relations firstname.lastname@example.org About Millicom Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO® and Tigo Business® brands, we provide a wide range of digital services and product
Kalera Public Limited Company announces its share structure following the business combination with Agrico Acquisition Corp.29.6.2022 16:30:19 CEST | Press release
ORLANDO, Fla., June 29, 2022 (GLOBE NEWSWIRE) -- Kalera Public Limited Company ( “Kalera”) and Agrico Acquisition Corp. (“Agrico”) today announced the completion of their previously announced business combination. The combined company will retain the Kalera name and will commence trading ordinary shares (“Kalera Shares”) and warrants (“Kalera Warrants”) on Nasdaq under the new ticker symbols “KAL” and “KALWW”, respectively, on Wednesday, June 29, 2022. The business combination was approved at a special meeting of the shareholders of Kalera S.A. on June 28, 2022. Update on Share Structure Pursuant to the Sponsor Support Agreement entered into on January 30, 2022, upon the consummation of the business combination approximately 1.8 million shares (50%) of Agrico Class B common stock were first converted into Agrico Class A common stock on a one-for-one basis, then into Kalera Shares on a one-for-one basis. The remaining 50% of the Agrico Class B common stock was forfeited to Agrico. In co
Business School Graduates Enter White-Hot Job Market as Employers Signal Growth, Confidence in Their Credentials29.6.2022 16:00:00 CEST | Press release
MBA and business master’s degrees remain hot commodity despite recession fears and COVID challenges RESTON, Va., June 29, 2022 (GLOBE NEWSWIRE) -- The Graduate Management Admission Council (GMAC), a global association of leading graduate business schools, today released its annual hiring report, the GMAC Corporate Recruiters Survey – 2022 Summary Report. The report explores the state of employer demand for graduate business school talent (MBA and business master’s degree recipients) in the context of the COVID-19 pandemic and includes responses from nearly 1,000 corporate recruiters and staffing firms around the world. While rising inflation and the war in Ukraine were just at the onset during the time when the survey was conducted in February and March 2022, hiring projections of graduate management education (GME) graduates remain bullish this year, with 92 percent of corporate recruiters expecting to hire newly minted MBAs. Promisingly, 2 in 3 responding corporate recruiters describ
AGC Biologics Named Manufacturing Company of the year by American Business Awards29.6.2022 15:09:00 CEST | Press release
Global CDMO honored for Growth in Mammalian, Microbial and Cell and Gene Manufacturing capabilities at Seattle, Boulder and Longmont sites SEATTLE, June 29, 2022 (GLOBE NEWSWIRE) -- AGC Biologics, a leading global Biopharmaceutical Contract Development and Manufacturing Organization (CDMO), today announced it was named Company of the Year in the “Large - Manufacturing” category in the 20th Annual American Business Awards®. The American Business Awards are the U.S.A.’s premier business awards program. Nicknamed the Stevies for the Greek word meaning “crowned,” the awards were presented to winners at a gala ceremony at the Marriott Marquis Hotel in New York on Monday, June 13. More than 230 professionals worldwide participated in the judging process to select this year’s American Business Award winners. AGC Biologics has a global pharmaceutical manufacturing network with seven sites across three continents. Over the last two years, the company has expanded its capabilities and reach with
PGS ASA: Approval and publication of prospectus – Listing of shares and Subsequent Offering29.6.2022 15:01:52 CEST | Press release
29 June, 2022 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made to the previous stock exchange announcements by PGS ASA (“PGS” or the “Company”) regarding a successfully placed private placement (the "Private Placement") of new shares in the Company, raising gross proceeds of approximately NOK 800 million and a potential subsequent offering (the “Subsequent Offering) of up to 38,155,803 new shares at a subscription price of NOK 3.70, and the Company’s extraordinary general meeting’s approval of the same on 27 May 2022. The Private Placement consisted of one tranche of 74,200,000 new shares ("Tranche 1") and a second tranche of 142,016,216 new shares ("Tranche2"). T