Not for release, publication or distribution in, or into, the United States, Canada, Australia or Japan
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UBS Limited acting on its own behalf and on behalf of ABG Sundal Collier Norge ASA, Enskilda Securities ASA and BMO Nesbitt Burns, yesterday exercised its over-allotment option in full and purchased a total of 31,944,256 Yara shares. UBS Limited will pay Hydro the purchase price of NOK 41 per share for each Yara share purchased (less applicable commissions).
In relation to the Yara International ASA Global Offering, Hydro granted to UBS Limited an over-allotment option to buy 31.9 million shares in Yara (10 percent) exercisable for a 30-day period starting March 25, 2004. As a result of the exercise of the over-allotment option yesterday, the period that started on March 25 in which UBS Limited could effect transactions to stabilize or maintain the market price of the Yara shares has expired.
The total proceeds from the global offering of 63,888,512 Yara shares including the sale of 31,944,256 shares on March 25, 2004 and the full exercise of the over-allotment option are NOK 2.6 billion, which results in a pre-tax gain for Hydro of approximately NOK 530 million. The gain will be included in income from discontinued operations in first quarter 2004. As a result of the sale of the over-allotment shares, Hydro now owns 0 Yara shares.
Hydro is a Fortune 500 energy and aluminium supplier operating in more than 40 countries. We are a leading offshore producer of oil and gas and the world's third-largest aluminium supplier. Our 36,000 employees create value by strengthening the viability of the customers and communities we serve.
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This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities and any subscription for or purchase of, or application for, shares in Yara to be issued or sold in connection with the offering should only be made on the basis of information contained in the offering memorandum issued in connection with the offering and any supplements thereto. The offering memorandum contains certain detailed information about Yara and its management, as well as financial statements and other financial data.
This announcement does not contain or constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration thereunder. No public offering of the securities referred to herein is being made in the United States.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement and the information contained herein is not for publication, distribution or release in, or into, the United States, Canada, Australia or Japan.
Certain statements in this press release are or may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not in the nature of historical facts may be deemed to be forward-looking statements and may contain identifying words such as "believes", "anticipates", "plans", "expects" and similar expressions. These forward looking statements are based on Hydro's current expectations, assumptions, estimates and projections about the company and the industries in which it engages in business. All forward-looking statements involve risks and uncertainties. For a detailed description of factors that could cause Hydro's actual results to differ materially from those expressed in or implied by such statements, please refer to its annual report on Form 20-F for the year-ended December 31, 2002 and subsequent filings on Form 6-K with the U.S. Securities and Exchange Commission. With respect to each non-GAAP financial measure Hydro uses in connection with its financial reporting and other public communications, Hydro provides a presentation of what Hydro believes to be the most directly comparable GAAP financial measure and a reconciliation between the non-GAAP and GAAP measures. This information can be found in Hydro's earnings press releases, quarterly reports and other written communications, all of which have been posted to Hydro's website (www.hydro.com).
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