STOCK EXCHANGE ANNOUNCEMENT 20 APRIL 2016: DEMERGER OF WILH. WILHELMSEN ASA WITH TRANSFER OF THE SHARES IN DEN NORSKE AMERIKALINJE AS TO TREASURE ASA RESOLVED BY THE EXTRAORDINARY GENERAL MEETINGS
Demerger of Wilh. Wilhelmsen ASA with transfer to Treasure ASA
Reference is made to the stock exchange notice of 17 March 2016 regarding the proposed demerger of Wilh. Wilhelmsen ASA (WWASA) with transfer of the shares in Den Norske Amerikalinje AS to Treasure ASA (Treasure) and call for an EGM 20 April 2016 to deal with the demerger.
WWASA and Treasure today announce that the respective general meetings have approved the joint demerger plan dated 17 March 2016, whereby all WWASA's shares in Den Norske Amerikalinje AS are transferred to Treasure, while all other assets, rights and liabilities will remain with WWASA. Upon completion of the demerger, Den Norske Amerikalinje will be a wholly owned subsidiary of Treasure, and Treasure will own the 12.04% shareholding in Hyundai Glovis through Den Norske Amerikalinje AS. Treasure will be listed on Oslo Børs upon the completion of the demerger.
The consummation of the demerger is subject to the satisfaction of a number of conditions, including that legislation does not prevent registration of the demerger and the parties obtain permissions/consents from public authorities, contract parties and third parties which are required in order to carry out the demerger, a resolution has been made by the Oslo Stock Exchange for the listing of Treasure on the Oslo Stock Exchange, or on another regulated market, that the creditor notice period has expired for both parties and the relation to any creditors which have submitted objections have been clarified.
The shares in Treasure will be distributed on a pro rata basis to the shareholders of WWASA as of expiry of the date of registration of the consummation of the demerger with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), which is expected to occur on or about 7 June 2016 following expiry of the creditor notice period, as such shareholders appear in the shareholders register of WWASA with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) as of expiry of the second trading day thereafter (i.e. on or about 9 June 2016). The listing and the first day of trading in the shares in Treasure on Oslo Børs is expected to be on or about 8 June 2016.
Further information will be provided in the information memorandum to be prepared by WWASA and the listing prospectus to be prepared for Treasure.
About Treasure: Treasure is a newly incorporated public limited liability company. Treasure will upon the completion of the demerger be the owner of a 12.04% investment in Hyundai Glovis through Den Norske Amerikalinje AS. Treasure will apply for listing on Oslo Børs with effect from the completion of the demerger. Treasure has on 20 April 2016 elected a new board of directors consisting of Thomas Wilhelmsen (chairman), Christian Berg, Marianne Lie and Bente Gudveig Brevik. The management of Treasure will be announced closer to the date of listing of Treasure. Treasure does not have any employees.
About WWASA: Wilh. Wilhelmsen ASA is through its operating companies the world leading operator within the rolling cargo segment. It is the only listed company in its niche, and offers global car and ro-ro customers sea transportation and integrated logistics solutions from factory to dealer.