Internal Transfer to Prepare for the Potential IPO of Yara Clean Ammonia

Source: www.gulfoilandgas.com 6/2/2022, Location: Europe

The board of directors of Yara International ASA (“Yara”) has today signed a demerger and a merger plan for the internal reorganization and transfer of Yara's Clean Ammonia business to a wholly-owned subsidiary of Yara. The internal reorganization is being implemented as a preparatory step for a potential initial public offering (“IPO”) of Yara Clean Ammonia (“YCA”) on the Oslo Stock Exchange.

The demerger and merger follow Yara’s announcement 4 May that it is evaluating a potential IPO of YCA and will initiate an internal process to organize 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 reorganization is not expected to trigger any material tax impact.

The Board of Directors of Yara proposes 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 ("YCA Holding"), by way of a triangular merger. Through this internal reorganization, 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 reorganization 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 reorganization.

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 today, and will be made available on Yara's website at www.yara.com/investor-relations/reports-presentations. 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.


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