Måsøval shareholders have approved a proposed demerger and subsequent triangular merger of the company’s subsidiaries.
On 10 September, Måsøval’s board of directors, together with the board of directors of each of the company’s subsidiaries – Aqua Farms Vartdal, Pure Farming, Måsøval Hjelpeselskap Drift, and Måsøval Hjelpeselskap Lisens – adopted a joint plan for a demerger and triangular merger, advising that the internal reorganization aims to streamline Måsøval as a pure holding company. At the Frøya, Norway-headquartered company’s 25 September extraordinary general meeting, shareholders unanimously approved the plans.
The demerger and the triangular merger are conditional on each other, and the company aims to register both moves with the Norwegian Register of Business Enterprises consecutively, a filing the company made with the Euronext Growth (Oslo Bors) stock exchange stated.
The restructuring intends to isolate commercial aquaculture licenses solely in Pure Farming, and Måsøval’s board also announced its intention to transfer certain operational equipment and employees with associated assets, rights, and liabilities to Aqua Farms Vartdal.
Consequently, one employee, the company’s commercial aquaculture licenses and its biomass, and associated assets, rights, and liabilities are undergoing a transfer from Måsøval to Måsøval Hjelpeselskap Lisens, while certain operating assets, employees, and associated assets, rights, and liabilities will move from Måsøval to Måsøval Hjelpeselskap Drift.
The plan labels the first transfer as “Licenses and Biomass” and the latter as “Operations.”
Alongside the demerger, the Licenses and Biomass transfer will occur between Måsøval Hjelpeselskap Lisens and Pure Farming through a merger of Måsøval Hjelpeselskap Lisens. The Operations transfer, meanwhile, will take place between Måsøval Hjelpeselskap Drift and Aqua Farms Vartdal through a merger of Måsøval Hjelpeselskap Drift.
Effective from the legal commencement of the demerger, the share capital of Masoval will be reduced to around NOK 7.3 million (USD 687,000, EUR 639,000) – divided into just over 122 million shares, each possessing a nominal value of NOK 0.06 (USD 0.006, EUR 0.005). The company plans to register the shares in the Norwegian Central Securities Depository.
Shareholders of Måsøval Hjelpeselskap Lisens and Måsøval Hjelpeselskap Drift will receive remuneration through a share capital increase in Måsøval – as the parent company of Pure Farming and Aqua Farms Vartdal – by increasing the nominal value of existing shares in Måsøval by an amount corresponding to the reduction amount in the demerger.
Through the following triangular merger package, the share capital will increase to NOK 30.6 million (USD 2.86 million, EUR 2.66 million). The company plans to achieve this by raising the nominal value of the shares by NOK 0.19 (USD 0.018, EUR 0.017) to NOK 0.25 (USD 0.023, EUR 0.022) each. The subscription price equals about NOK 11 (USD 1.06, EUR 0.99) per existing share, and the total share contribution is NOK 1.4 billion (USD 129.9 million, EUR 121 million), of which NOK 23.3 million (USD 2.2 million, EUR 2 million) comprises share capital, NOK 663 million (USD 62 million, EUR 57.7 million) is share premium, and NOK 704 million (USD 65.8 million, EUR 61.3 million) is composed of other equity.
The reorganization plans come after Måsøval achieved lower second-quarter 2023 operating revenues and operational earnings before interest and taxes (EBIT) of NOK 805 million (USD 75.2 million, EUR 70 million) and NOK 211 million (USD 19.7 million, EUR 18.4 million), respectively. The integrated salmon producer also harvested a reduced volume of 7,573 metric tons (MT) of head-on gutted (HOG) weight fish in the three months. All of these figures represent year-over-year Q2 decreases.
For the full year 2023, the company has projected a harvest of around 24,300 MT, with 7,200 MT expected to come in the third quarter. Due to a co-location agreement signed in late 2022 with Frøya Laks to co-manage biomass, the company has a potential license portfolio of over 33,000 MT for the year.
Photo courtesy of Måsøval
