Two companies affiliated with Greenwich Holdings Limited, a Cyprus based investment company indirectly controlled by John Fredriksen, have today purchased in total 587 695 078 shares in Pan Fish at NOK 1.35. The shares have been purchased from Nordea Bank Norge ASA, and constitute the bank`s entire shareholding in Pan Fish ASA. Included are 20 403 869 shares to be converted by Nordea in accordance with the convertible loan issued to Nordea, as described in chapter 4.1.6 in the Pan Fish Prospectus dated May 12 2005. After this conversion, the total number of shares issued in Pan Fish is 1,222,704,087 shares. The two Companies combined holding will then be 48.07%. The agreement between the Buyer and the Seller includes a price compensation clause should the Buyer within three months put forward a Mandatory or Voluntary offer for all outstanding shares in Pan Fish at a higher price than NOK 1.35 per share.
`Our investment in Pan Fish has been made in the firm belief that the salmon farming industry is entering into a long-term phase of prosperous and interesting development. The recent refinancing of the Company has created a solid basis for future growth. We look forward to working with the Pan Fish team towards realizing the company`s goal of becoming the most cost-efficient and profitable salmon producer`, says John Fredriksen in a comment. ` The positive supply / demand balance for the next two years, the possibilities for industry consolidation and the strong growth trend for seafood has created an interesting window for investment. We see a lot of hard work and a huge potential for our investment. `
The new major shareholders intend to keep Pan Fish as a public company. They will however call for an extra ordinary general meeting in order to elect a new Board which will reflect the changed ownership.
The two Companies will comply with the mandatory bidding requirements at Oslo Stock Exchange, which requires that a mandatory offer is made within four weeks of today, or that the acquirers reduces their combined shareholding to below 40 %. If during this four week-period their combined holding is reduced to less than 40 % through divestment of shares or structural transactions with other companies, such a bidding obligation will not apply and accordingly no mandatory offer will then be made.
Limassol, Cyprus, 7 June 2005