Agreements have been entered into which if completed, will entail that Grieg W Holding AS will become owner of all voting shares of a company currently named Gaia Holdco AS ("Gaia Holdco"). Gaia Holdco will, as a preceding and intermediate step in the transaction chain become owner of all shares in Grieg Aqua AS ("Grieg Aqua"), a company holding 56,914,355 shares in Grieg Seafood ASA ("GSF"), equalling 50.17% of the shares in GSF. Gaia Holdco will shortly thereafter sell 50% of the voting shares in Grieg Aqua to an independent third party, and it will thereafter no longer have control over Grieg Aqua's shares in GSF. The resulting situation will be that none of Grieg W Holding AS, Gaia Holdco or the independent third party controls any shares in GSF.
The intermediate transaction step where Gaia Holdco becomes owner of all shares in Grieg Aqua will technically trigger a mandatory offer obligation resulting from indirect acquisition of shares as set out in the Norwegian Securities Trading Act Section 6-1 (2) no. 1. However, as the subsequent sale to the independent third party will take place within four weeks after the acquisition, no mandatory offer will be required or launched, cf. the Norwegian Securities Trading Act Sections 6-8 and 6-9.
None of the above transactions take place at the level of GSF and Grieg Aqua's holding of 50.17% of the shares in GSF is not affected.
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