The Board of Directors find it desirable for GC Rieber Shipping ASA (“Company”)
to focus on its core activities in order to pursue opportunities in the market.
Against this background, the Board of Directors proposes that the Company
distributes its shareholding in Shearwater Geoservices Holding AS (“Shearwater”)
to the shareholders as an extraordinary dividend in kind. The Company holds 8.5%
ownership in Shearwater.
Shearwater is a Norwegian private company (No. aksjeselskap) and is not listed
on a stock exchange.
There are more shares issued in the Company than the number of shares the
Company owns in Shearwater. The Company has issued 86,087,310 shares, while the
Company owns 5,000,000 shares in Shearwater. Thus, the shareholding in
Shearwater is not large enough for all shareholders in the Company to receive
one share in Shearwater for each share in the Company.
It is proposed to distribute the Company’s shareholding of 5,000,000 shares in
Shearwater as dividend in kind to its shareholders, equal to 1 share in
Shearwater for every 17.22 shares held in GC Rieber Shipping ASA rounded down to
the nearest number of whole shares. The residual after rounding down to the
nearest number which can be divided by 17.22 will be compensated in cash to the
affected shareholders according to the fair value of the shares in Shearwater on
the day of the transfer.
The Company`s fair value estimate of the Shearwater share as of today is NOK 109
per share. The fair value estimate implies a positive value adjustment of NOK
105 million compared to the book value of the Company’s shareholding of
5,000,000 shares in Shearwater as per 31 March 2023. The updated fair value
assessment reflects changes in foreign exchange rates since the last transaction
in the Shearwater share.
The Board of Directors will call for an extraordinary General Meeting to resolve
the dividend in kind. The General Meeting will be held in August 2023. Notice of
General Meeting will be distributed according to the Company’s Articles of
Einar Ytredal, CEO, phone: +47 975 20 184
Silje Tonning Søgnen, CFO, phone: +47 977 61 023
About GC Rieber Shipping:
GC Rieber Shipping is a shipowner and project-house with focus on developing
profitable and sustainable maritime projects.
Further information about the company, please go to www.gcrieber-shipping.com.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.