The board of directors of Wilh. Wilhelmsen ASA (WWASA) proposes to carry out a restructuring of the company. In the new suggested structure, Den Norske Amerikalinje AS (owning the 12% shareholding in Hyundai Glovis) is demerged from WWASA and carried forward in a separately listed entity to be named Treasure ASA.
"The proposed demerger will improve transparency and create a simpler structure visualising values for shareholders in WWASA. In addition, WWASA will be more correct capitalised following the restructuring," says Jan Eyvin Wang, president and CEO of WWASA.
The restructuring enables WWASA to focus on their core activities, creating value through its joint ventures by offering global car and ro-ro customers' high quality sea transportation and integrated logistics/land-based solutions from factory to dealer.
"We prefer to develop WWASA independently, because the Hyundai Glovis holding has become a significant part of the overall market capitalisation of WWASA and poses a challenge for assessing fair relative value for the core activities within WWASA," says Wang.
Shareholders in WWASA will receive the same amount of shares they hold in WWASA in Treasure ASA and hence keep their prorate share.
Treasure ASA will be jointly and severally responsible for the obligations incurred by WWASA parent company prior to the demerger becoming effective.
The proposed changes are subject to approval at an extraordinary general meeting in WWASA to be held in April 2016 (to be confirmed).
The intention is to complete the restructuring and list Treasure ASA late May or early June, upon expiry of the creditor notice period.
An information memorandum and the summons for the extraordinary meeting, containing all information covering the steps to be carried out including the transactions, conditions for the restructuring and the IPO of Treasure ASA, will be made available to shareholder on the company's website no later than three weeks before the general meeting.
Upon the approval by the general meeting, Treasure ASA will prepare a prospectus for the listing of the company's shares.