Måsøval AS - Internal reorganisation - Proposal for a demerger and triangular merger

10 Oct 2024 20:22 CEST

10.10.2024 20:22:44 CEST | Måsøval AS | Additional regulated information
required to be disclosed under the laws of a member state

The board of directors of Måsøval AS ("Måsøval" or the "Company") and the board
of directors of the Company's subsidiaries, Måsøval Drift AS, Måsøval Lisens AS,
Måsøval Hjelpeselskap Drift AS and Måsøval Hjelpeselskap Lisens AS, have today
adopted a joint plan for demerger and triangular merger.

The plan replaces the corresponding plan resolved by the board 10 September 2023
and the general meeting 25 September 2023. Earlier resolution on demerger and
triangular merger is proposed withdrawn and replaced by corresponding plan based
on an updated valuation basis.

The purpose of the proposed internal reorganisation and the final structure
remains the same as in 2023, namley to streamline Måsøval as a pure holding
company, and to isolate commercial aquaculture licenses in one company, Måsøval
Lisens AS. Furthermore, the board aims to transfer certain operational equipment
and employees with associated assets, rights and liabilities to one company,
Måsøval Drift AS. The internal reorganisation is proposed to be carried out as
follows:

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.

Immediately prior to the Demerger and the Triangle Merger, a demerger of
Måsøval's subsidiary, Måsøval Drift AS, will be carried out by demerging the
aquaculture licenses and associated biomass in Måsøval Drift AS to its sister
company, Måsøval Lisens AS. Other assets, rights and liabilities in Måsøval
Drift AS will remain in the company (the "Sister Demerger"). In the Sister
Demerger, the share capital in Måsøval Drift AS will be reduced by reducing the
nominal value of the shares. The remuneration to the sole shareholder, Måsøval,
constitutes an increase of the nominal value of existing shares in Måsøval
Lisens AS. The boards of Måsøval Drift AS and Måsøval Lisens AS have today
adopted a joint plan for the Sister Merger.

The demerger, the Triangle Merger and the Sister Demerger will be carried out in
accordance with the rules in chapters 13 and 14 of the Limited Liability
Companies Act, the Tax Act's rules on tax-free demerger/merger and the
provisions of the Accounting Act.

The distribution of shareholders in Måsøval will be the same before and after
completion of the Sister Demerger, the Demerger and the Triangle Merger.

The joint plan for the Sister Demerger, and for the Demerger and Triangle Merger
will be presented to the parties' respective general meetings for final
approval. Notice of an extraordinary general meeting will be sent to the
shareholders in Måsøval tomorrow, 11 October 2024, and extraordinary general
meetings in the respective companies are planned on 25 October 2024 for adopting
the Sister Demerger, the Demerger and the Triangle Merger.

Following the internal reorganisation, and provided approval by the respective
general meetings, the aquaculture licenses currently held by Måsøval and Måsøval
Drift AS will be transferred to Måsøval Lisens AS, and the employees and certain
operational equipment currently held by Måsøval will be transferred to Måsøval
Drift AS. Måsøval will thus be a pure holding company.




DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Anders Hagestande, CFO, Måsøval AS, +47 415 82 138,
anders.hagestande@masoval.no
* Helge Kvalvik, CEO, Måsøval AS, +47 979 79 772, helge.kvalvik@masoval.no

ABOUT MÅSØVAL AS

Måsøval is an integrated producer of Atlantic salmon with more than 50 years of
operational experience. Located in Central Norway in the region west of
Trondheim, Måsøval has both significant farming operations at sea and inhouse
smolt production. Måsøval is processing and exporting high quality Atlantic
salmon to a global marketplace.

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