The board of directors of Yara International ASA has signed a demerger and a merger plan for the internal reorganisation and transfer of Yara's Clean Ammonia business to a wholly-owned subsidiary of Yara. The internal reorganisation is being implemented as a preparatory step for a potential initial public offering of Yara Clean Ammonia on the Oslo Stock Exchange.
The demerger and merger follow Yara’s announcement on 04 May that it is evaluating a potential IPO of YCA and will initiate an internal process to organise 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 reorganisation is not expected to trigger any material tax impact.
The Board of Directors of Yara propose 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, by way of a triangular merger. Through this internal reorganisation, 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 reorganisation 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 reorganisation.
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, and will be made available on Yara's website. 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.