Stolt-Nielsen S.A. agreed to sell 7.7 million Common Shares, with an aggregate gross value of $104 million via a private placement to non-affiliated institutional investors. The Common Shares, which are currently held in treasury, were priced at 92.75 Norwegian Kroner per share (approximately $13.50 per share at current exchange rates), which was the bid price of the Company's Common Shares on the Oslo Stock Exchange at the market close on January 20, 2004.
The Company also announced that it may consider various other actions to address its remaining capital requirements, as part of the overall restructuring plan that it expects to complete in the first half of this year. These actions may include a subsequent rights issue of up to 3.0 million Common Shares, asset sales, and/or the refinancing of certain outstanding debt.
Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA, said, "We are actively pursuing a number of options to enhance the Company's financial flexibility and believe that this sale of equity represents an important step toward our goal of improving SNSA's balance sheet and restoring the Company's financial strength whilst allowing retention of its key strategic assets."
In line with normal settlement practices, the sale will close on January 26, 2004. Upon completion of the issuance, the Company will have 62.6 million shares outstanding.
Stolt-Nielsen's 63.5% owned subsidiary, Stolt Offshore S.A. announced on January 15, 2004 that Stolt Offshore will
raise up to $150 million through a conditional Private Placement
of $100 million and Subsequent Issue of up to $50 million. Additionally, Stolt-Nielsen has the option to convert into Stolt Offshore Common Shares up to $50 million of subordinated debt it is owed by Stolt Offshore. Stolt-Nielsen's Class B Shares in Stolt Offshore would be converted to Stolt Offshore Common Shares. It is likely that upon completion of these transactions, Stolt Offshore will no longer be a majority owned subsidiary of Stolt-Nielsen.
The securities to be sold to institutional investors have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements.