Marine Harvest ASA has one class of shares.
Any purchase or sale by the Company of its own shares will either be carried out through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange.
Any transaction between the Company and a related party will be based on arms' length terms or supported, if relevant, with a valuation obtained from an independent third party. Marine Harvest ASA will make sure that major transactions with related parties are approved by its AGM in accordance with the Public Limited Liability Companies Act.
The Board is currently authorised to set the pre-emption rights of existing shareholders in equity issues aside if it exercises its authority to issue new shares, cfr. above. The purpose of this is to simplify the procedure in connection with capital increases to finance further growth and/or the offering of shares as consideration in acquisitions where this is deemed a favourable form of settlement. The Board intends to include such characteristics in the proposal to the 2012 AGM (for authorisations to issue shares).
With the exception of the offer which was carried out during 2011 to purchase the shares of shareholders holding 1 000 shares or less (described below), the authorisation to purchase shares in the Company (cfr. above) require the Board to comply with the principle of equal treatment in relation to transactions with shareholders based on the authority granted.
Pursuant to an authorisation granted by the annual general meeting in 2010, Marine Harvest ASA made a voluntary offer on 14 February 2011 to the company's shareholders that owned less than 1 000 shares as of 8 February 2011. The reason for the offer was that a reduction in the number of shareholders with small holdings would reduce the company's costs associated with administration of the shareholder base in the future. Further, the offer would provide shareholders with a small number of shares with an opportunity to realise the value of their shareholdings without incurring transaction costs.
The offer price was NOK 6.9837 and the acceptance period expired on 28 February 2011. The offer included a notice that Marine Harvest ASA intended to apply to the Ministry of Trade and Industry for permission to carry out a compulsory acquisition of shares owned by shareholders whose shares had a total value of up to NOK 500. This would not apply to shareholders that increased their shareholding prior to the date of a possible compulsory acquisition so that the total value exceeded NOK 500.
On 11 August 2011, Marine Harvest ASA announced receipt of a permission from the Ministry of Trade and Finance to carry out the compulsory acquisition. The company's board of directors subsequently resolved to carry out the compulsory acquisition as announced in connection with the voluntary offer. The offered price was NOK 6.1837, corresponding to the offered price in the voluntary offer, but adjusted for a dividend payment of NOK 0.80 per share that was resolved at the annual general meeting held on 9 May 2011.
Through the voluntary and compulsory offers, the number of shareholders in Marine Harvest ASA was reduced by 3 599 (1 429 and 2 170 respectively). A total of 409 688 shares were re-purchased by Marine Harvest during the process.
Members of the Board and the corporate management team have an obligation to disclose any material interest in a transaction where the Group is a party to the Board pursuant to the Company's internal guidelines.
During May 2011, Marine Harvest entered into a NOK 1 000 million revolving credit facility with an affiliated company of the largest shareholder, Geveran Trading Co Ltd. The facility matured 31 December 2011 and was priced at NIBOR +1%. Upon entering into the facility, the Board obtained the necessary legal opinion to secure that the transaction was below the threshold set out in the public companies act ₴ 3-8 and hence did not need to be approved by the General Meeting. Furthermore the Board obtained a fairness opinion to secure arm’s length terms of the related party transaction. The outstanding loan at the end of 2011 was zero.