Reference is made to the stock exchange announcement published by Måsøval AS ("Måsøval" or the "Company") on 10 October 2024, regarding the proposed demerger and triangular merger.
The Extraordinary General Meeting of Måsøval has today approved the proposed demerger and triangular merger plan, whereby:
1. A demerger of Måsøval is carried out whereby three employes, the commercial aquaculture licenses, the biomass, and the associated assets, rights and liabilities (collectively referred to as the "Licences" and the "Biomass") are transferred from Måsøval to Måsøval Hjelpeselskap Lisens AS, while certain operating assets, employees, and associated assets, rights and liabilities (collectively referred to as the "Operations") are transferred from Måsøval to Måsøval Hjelpeselskap Drift AS (the "Demerger"). The share capital in Måsøval will be reduced in connection with the Demerger by reduction of the nominal value of the shares. In Måsøval Hjelpeselskap Lisens AS and in Måsøval Hjelpeselskap Drift AS, the Demerger will be carried out by reducing the share capital in the auxiliary companies to NOK 0 and taking over the assets mentioned, in exchange for increasing the share capital in the auxiliary companies and the shareholders in Måsøval becoming shareholders in the respective auxiliary companies in the same proportion as they own shares in Måsøval.
2. At the same time as the Demerger, (i) the Licences and Biomass is transferred from Måsøval Hjelpeselskap Lisens AS to Måsøval Lisens AS through a merger of Måsøval Hjelpeselskap Lisens AS, and (ii) the Operations are transferred from Måsøval Hjelpeselskap Drift to Måsøval Drift AS through a merger of Måsøval Hjelpeselskap Drift AS. Måsøval Hjelpeselskap Drift AS and Måsøval Hjelpeselskap Lisens AS are cancelled in the merger and the shareholders will receive remuneration through a share capital increase in Måsøval, which is the parent company of Måsøval Lisens AS and Måsøval Drift AS, by increasing the nominal value of existing shares in Måsøval by an amount corresponding to the reduction amount in the Demerger (the "Triangle Merger").
The Demerger and the Triangle Merger are conditional on each other and shall be registered in the Norwegian Register of Business Enterprises consecutively.
The complete minutes are enclosed and available on the Company's website, https://www.masoval.no/.
