Internal transfer to prepare for the potential IPO of Yara Clean Ammonia
Oslo, 2 June 2022: 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.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Contacts:
Silje Nygaard
Head of Investor Relations, Yara
Mobile: +47 957 04 843
E-mail: silje.nygaard@yara.com
Hilde Steinfeld
Communications Director, Yara Clean Ammonia
Mobile: +47 993 53 030
E-mail: hilde.steinfeld@yara.com
About Yara
Yara grows knowledge to responsibly feed the world and protect the planet. Supporting our vision of a world without hunger and a planet respected, we pursue a strategy of sustainable value growth, promoting climate-friendly crop nutrition and zero-emission energy solutions. Yara's ambition is focused on growing a nature positive food future that creates value for our customers, shareholders and society at large and delivers a more sustainable food value chain.
To achieve our ambition, we have taken the lead in developing digital farming tools for precision farming and work closely with partners throughout the food value chain to improve the efficiency and sustainability of food production. Through our focus on clean ammonia production, we aim to enable the hydrogen economy, driving a green transition of shipping, fertilizer production and other energy intensive industries.
Founded in 1905 to solve the emerging famine in Europe, Yara has established a unique position as the industry's only global crop nutrition company. We operate an integrated business model with around 17,000 employees and operations in over 60 countries, with a proven track record of strong returns. In 2021, Yara reported revenues of USD 16.6 billion.
www.yara.com
About Yara Clean Ammonia (YCA)
Yara grows knowledge to responsibly feed the world and protect the planet. Yara Clean Ammonia is uniquely positioned to enable the hydrogen economy in a market expected to grow substantially over the next decades. We aim at significantly strengthening our leading global position as the world's largest ammonia distributor, unlocking the green and blue value chains, and driving the development of clean ammonia globally.
Building on Yara's leading experience within global ammonia production, logistics and trade, Yara Clean Ammonia works towards capturing growth opportunities in low-emission fuel for shipping and power, carbon-free food production and ammonia for industrial applications.
Yara Clean Ammonia operates the largest global ammonia network with 12 ships and has access to 18 ammonia terminals and multiple ammonia production and consumption sites across the world, through Yara. Revenues and EBITDA (1) for the last 12 months were USD 3,037 million and USD 166 million as per Q1 2022. Yara Clean Ammonia is headquartered in Oslo, Norway.
www.yaracleanammonia.com
Endnote:
1) Financial figures are presented according to Yara's segment reporting, and is expected to deviate from YCA's combined financials as a stand-alone company. For explanations, definitions and reconciliations of alternative performance measures, see APM section in 1Q report, page 31-37.
Any securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.
