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Global offering of Yara shares

March 9, 2004, 09:00 CET

Details about the demerger and listing of Yara were published by Hydro on Tuesday.

The demerger of Hydro's Agri business in a new company, Yara, will take place later this month. Yara International ASA is expected to be listed on the Oslo Stock Exchange on 25th March. Hydro shareholders at the time of the demerger will receive one share in Yara for each share they hold in Hydro, and the shares distributed to Hydro shareholders amount to 80% of the total share capital in Yara. The remaining 20%, held by Norsk Hydro ASA, will as previously announced be offered for sale in the global offering ("Global Offering").

The details of the Global Offering are:

  • Approximately 31.9 million shares ("the Firm Shares") of Yara to be offered for sale by Hydro, representing 10% of Yara’s outstanding shares. If the managers of the Global Offering sell more than the number of Firm Shares, they have been granted an over-allotment option to purchase up to an additional 31.9 million shares (the "Additional Shares"). If the over-allotment option is fully exercised, Hydro will sell its entire shareholding of approximately 63.9 million shares in Yara, representing 20% of Yara's share capital.
  • The Firm Shares (and any Additional Shares purchased by the managers) are expected to be priced at between NOK 36 and NOK 41 per share.
  • Together, the Firm Shares and Additional Shares are valued at between NOK 2.3 billion and NOK 2.6 billion at the indicative price range.
  • Yara’s ordinary equity is valued at NOK 11.5 billion to NOK 13.1 billion at the indicative price range.
  • An institutional roadshow will take place over the next two weeks. Bookbuilding will commence on 11th March and will close on 24th March at 16:00 CET.
  • A retail offering in Norway will be run simultaneously to the global institutional offering. The retail book will close at 12:00 CET on 24th March.
  • It is expected that the listing of Yara will take place simultaneously with the announced demerger, and dealings in Yara’s shares will commence on the Oslo Stock Exchange at 10:00 CET on Thursday, 25th March 2004.
  • ABG Sundal Collier and UBS Investment Bank have been appointed to act as joint global co-ordinators and joint bookrunners of the Global Offering. BMO Nesbitt Burns and Enskilda Securities have been appointed to act as co-lead managers in the Global Offering.

Full details of the Global Offering are included in the Preliminary Offering Memorandum, which was to be published Tuesday.

Facts about Yara
Yara is a global leader in the production, distribution and sale of nitrogen-based mineral fertilizers and related industrial products. Yara also distributes and sells a wide range of phosphate- and potash-based mineral fertilizers, as well as complex and specialty mineral fertilizer products. In 2003, Yara had operating revenues of approximately NOK 38.3 billion, of which approximately NOK 33.5 billion came from the sale of mineral fertilizers and merchant ammonia.

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 Global Offering should only be made on the basis of information contained in the Offering Memorandum to be issued in due course in connection with the Global Offering and any supplements thereto. The Offering Memorandum will contain 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 US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from registration thereunder. No public offering of securities is being made in the United States.

This announcement and the information contained herein is not for publication, distribution or release in, or into, the United States, Canada, Australia or Japan.

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. Stabilisation/FSA.