Registration Document
Grieg Seafood ASA
Listing on Oslo Børs
05.06.2013
Lead Manager:
REGISTRATION DOCUMENT
Important information
Unless otherwise indicated, references in this Registration Document to “Grieg Seafood” the “Group” or the “Grieg Seafood Group” refer to Grieg Seafood ASA and all its subsidiaries from time to time. References to “Issuer” refer to Grieg Seafood ASA, the parent company of the Group.
This Registration Document is subject to the general business terms of the Lead Managers. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Lead Managers may prevent employees of the Lead Managers who are preparing this document from utilizing or being aware of information available to the Lead Managers and/or affiliated companies and which may be relevant to the recipient's decisions.
The Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Lead Manager’s corporate finance department may act as manager or co-manager for the Issuer in private and/or public placement and/or resale not publicly available or commonly known.
Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.
Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in the United Kingdom. The Financial Supervisory Authority of Norway has examined and approved the Registration Document pursuant to Section 7-7 of the Securities Trading Act. The examination and approval by the Financial Supervisory Authority of Norway relate exclusively to the Issuer having included descriptions pursuant to a pre-defined list of content requirements. Consequently, the Financial Supervisory Authority of Norway has not examined or approved the correctness or completeness of the information disclosed in the Registration Document. Nor has the Financial Supervisory Authority of Norway performed any form of examination or approval of company law aspects described in, or encompassed by, the Registration Document.
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TABLE OF CONTENTS:
1 RISK FACTORS ...... 3 2 CERTAIN DEFINITIONS ...... 6 3 PERSONS RESPONSIBLE ...... 7 4 STATUTORY AUDITORS ...... 8 5 FORWARD LOOKING STATEMENTS ...... 9 6 INFORMATION ABOUT THE ISSUER ...... 10 7 BUSINESS OVERVIEW ...... 11 8 ORGANISATIONAL STRUCTURE ...... 14 9 TREND INFORMATION ...... 15 10 PROFIT FORECASTS OR ESTIMATES ...... 16 11 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ...... 17 12 MAJOR SHAREHOLDERS ...... 21 13 SELECTED FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ...... 23 14 DOCUMENTS ON DISPLAY ...... 25 15 CROSS REFERENCE LIST ...... 26 16 LEAD MANAGER'S DISCLAIMER ...... 27
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1 Risk factors
1.1 Risks related to Grieg Seafood's business
FINANCIAL RISK FACTORS
The group is exposed to a range of financial risks; market risk (including currency risk, cash flow interest rate risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the group's financial performance. To some extent, the group uses financial derivatives to reduce some risks.
Risk management is carried out at group level. The group identifies, evaluates and hedges financial risks in close cooperation with the group's operational units. The board has established written principles for the management of foreign exchange risk, interest rate risk and the use of financial instruments.
MARKET RISK
(i) Foreign exchange risk
The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Canadian dollar, US dollar, Pound sterling and Euro (see note 27 in the Annual report 2011). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities, and net investments in foreign operations. Foreign exchange risk also arises from forward exchange rate contracts which do not qualify for hedge accounting.
Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity's functional currency. Forward contracts are used to manage the foreign exchange risk arising from future commercial transactions and recognised assets and liabilities.
The group has investments in foreign subsidiaries whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the group's foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. In 2011 the group's borrowings in these currencies were significantly reduced and all bank loans were exchanged into NOK. There was a wish to prevent the parameters of the financial framework from being affected by foreign currencies, since all of the syndicated bank loans are measuerd in NOK.
(ii) Cash flow and fair value interest rate risk
As the group has no significant interest-bearing assets, its income and operating cash flows are largely independent of changes in market rates.
The group's interest rate risk arises from borrowings. Borrowings at variable rates expose the group to cash flow interest rate risk. Fixed interest contracts are used to reduce this risk. The level of fixed interest loans is insignificant. The group monitors its interest rate exposure continuously. The group calculates the imact on profit and loss of a defined interest rate shift. For each simulation, the same change in the interest rate is used for all currencies. The scenarios are run only for liabilities which represent the major interest-bearing positions.
(iii) Price risk The group is exposed to fluctuations in the spot prices for salmon, which is mainly determined by the global supply of salmon. The effect of price changes is reduced by geographical diversification, but due to the long production cycle it can be difficult to respond rapidly to global trends in market prices.
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CREDIT RISK
The group faces credit risk related to customers’ ability to pay for the products that they purchase.
The group has procedures to ensure that products are only sold to customers with satisfactory creditworthiness. The company normally sells only on presentation of a letter of credit or when the customer pays in advance. Credit insurance is used when deemed appropriate. For customers who have a reliable track record with the group, sales up to certain level agreed in advance are permitted without any security.
Accounts receivable in Canada totalling NOK 25.4.m relate to customers with a satisfactory payment history. Accounts receivable in the UK amounting to NOK 50 m relate to customers of whom 80% have credit insurance, while the remainder have a satisfactory payment history. In Norway all production is sold to Ocean Quality AS which in turn sells to external customers. It is the policy of Ocean Quality AS to secure the bulk of its sales through credit insurance and bank guarantees.
LIQUIDITY RISK
The group faces liquidity risk related to their cash balance. If the cash balance become negative, the group may not be able to serve its obligations.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through sufficient credit facilities and the ability to close The group’s market positions. Due to the dynamic nature of the underlying nature of the business, the group aims to maintain flexibility in funding by keeping committed credit lines available.
The management monitors the group's liquidity reserve comprising credit facilities (see notes 24 in the Annual report 2012) and cash and cash equivalents (see note 18 in the Annual report 2012) based on expected cash flows. This is generally carried out at group level in cooperation with the operating companies.
OPERATIONAL RISKS
The operation of fishing vessels involves elements of risk with respect to weather conditions, migration patterns of the fish and functioning of vessels and equipment. It also involves risk with regards to disease. The Group has drawn up local health plans which stipulate how health promoting initiatives in the production process are to be implemented. The fish are systematically examined by a veterinarian. The Group attaches great importance to preventive measures and a rapid reaction in the event of disease or local pollution.
1.2 Risks relating to the bond offering
Grieg Seafood’s ability to service its debt will depend on certain financial, business and other factors, many of which are beyond Grieg Seafood’s control.
Grieg Seafood’s ability to service its debt, including the bonds, will depend upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond Grieg Seafood’s control.
If Grieg Seafood is unable to generate sufficient cash flow to satisfy its debt service requirements, Grieg Seafood may be forced to take actions such as:
restructuring or refinancing its debt, including the bonds;
seeking additional debt or equity capital;
seeking bankruptcy protection;
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reducing distributions;
reducing or delaying Grieg Seafood’s business activities, acquisitions, investments or capital expenditures; or
selling assets.
Such measures might not be successful and might not enable Grieg Seafood to service its debt. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms. In addition, Grieg Seafood’s credit agreements and the bond agreement governing the bonds may restrict Grieg Seafood’s ability to implement some of these measures.
The operating and financial restrictions and covenants in Grieg Seafood's financing arrangements and any future financing agreements for Grieg Seafood could adversely affect its ability to finance future operations or capital needs or to engage, expand or pursue its business activities.
Among other items, the arrangements may restrict the ability of Grieg Seafood or its subsidiaries to:
incur or guarantee indebtedness;
change ownership or structure, including mergers, consolidations, liquidations and dissolutions;
make dividends or distributions;
make certain negative pledges and grant certain liens;
sell, transfer, assign or convey assets;
make certain investments; and
enter into a new line of business.
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2 Certain Definitions
Issuer Grieg Seafood ASA
Grieg Seafood/Group/ Grieg Seafood ASA and its subsidiaries from time to time Grieg Seafood Group
Registration Document This document dated 05.06.2013
Annual Report of 2012 Grieg Seafood ASA’ annual report of 2012
Annual Report of 2011 Grieg Seafood ASA’ annual report of 2011
Articles of Association The articles of association of the Issuer, as amended and currently in effect
NOK Norwegian kroner
ISIN International Securities Identification Number
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3 Persons responsible
3.1 Persons responsible for the information Persons responsible for the information given in the Registration Document are as follows: Grieg Seafood ASA, Grieg-Gaarden, C. Sundts gate 17/19 NO-5004 BERGEN.
3.2 Declaration by persons responsible This Registration Document has been prepared on behalf of Grieg Seafood ASA. The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Bergen, 05.06.13
Grieg Seafood ASA
______Sign
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4 Statutory Auditors
4.1 Names and addresses
The Issuer’s auditor for 2011 and 2012 has been PricewaterhouseCoopers AS, Postboks 3984 - Dreggen, NO-5835 Bergen
4.2 Change in Registrant’s Certifying Account
N/A
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5 Forward Looking Statements
The Registration Document includes forward looking statements that involve risks and uncertainties. Such forward-looking statements relate to future events and Grieg Seafood’s operations, objectives, expectations, performance, financial condition and intentions. When used in this Registration Document, the words “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate” and variations of such words and similar expressions are intended to identify forward- looking statements. Forward looking statements are necessarily estimates reflecting the judgment of senior management, involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Issuer’s control. Actual results may differ materially from those expressed or implied by such forward-looking statements.
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6 Information about the Issuer
6.1 Legal and commercial name The legal name of the Issuer is Grieg Seafood ASA. The commercial name is Grieg Seafood.
6.2 Place of registration and registration number The Issuer is registered in the Norwegian Register of Business Enterprises with registration number 946 598 038.
6.3 Date of incorporation Grieg Seafood ASA was formed on 4 January 1988.
6.4 Domicile and legal form Grieg Seafood ASA is a Norwegian public limited liability company (Nw: “allmennaksjeselskap”) organised under the laws of the Kingdom of Norway and the Norwegian Public Limited Companies Act.
6.5 Recent events relevant to evaluation of solvency None.
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7 Business overview
7.1 Principal activities
History and Overview
The Group is a large producer of farmed salmon and trout, with a production capacity of around 90 000 tons gutted weight annually. The Group has 103 licences for salmon production and four licences for smolt production. The Group shall be a leader in the area of aquaculture. The Group’s commercial development is based on profitable growth and the sustainable utilisation of nature, and being a preferred supplier to selected customers.
The Group has operations in Finnmark and Rogaland in Norway, in British Columbia in Canada, and on Shetland (UK). The head office is in Bergen, Norway.
Grieg Seafood ASA has been listed on the Oslo Stock Exchange since June 2007.
Operations
Grieg Seafood Rogaland AS
Grieg Seafood farms salmon on 20 grow out licenses and two smolt licenses in Rogaland. The company also operates a salmon hatchery in addition to harvesting and freezing facilities. Grieg Seafood employs 117 people in the region. Grieg Seafood’s business in Rogaland is a result of mergers and acquisitions of smaller fish-farming companies in the region. During the last five years, the region Rogaland has made substantial investments in recycling technology, and efficiency upgrades on the fish farms. This is to meet the increasingly demanding regulatory and customer requirements. The Rogaland operations are 100% integrated from roe to harvest fish in the same region. Grieg Seafood has unique traceability and transparent biological safety throughout the production cycle - essential in order to meet the farming industry’s future challenges. The smolt plant was completed in 2011, and the goal is to be selfsufficient with smolt and enable the production of large smolts. Production capacity is 26 000 tons.
Grieg Seafood Finnmark AS
Finnmark is in the northernmost part of Continental Europe, where Norway swings eastward. In the midst of wild and majestic scenery with steep mountains and icy fjords, the conditions are ideal for growing healthy fish of exceptional quality. Operations in Finnmark were established in 1978 by Norwegian fish-farming pioneer Harald Volden. In 2006 the Volden Group merged with Grieg Seafood and was renamed Grieg Seafood Finnmark. Grieg Seafood Finnmark owns and operates the northernmost fish farm in the world, close to the North Cape. Grieg Seafood’s facilities in Finnmark enjoy the shortest export route to Russia in Norwegian fish farming, including the major cities of Moscow and St. Petersburg. Most of Grieg Seafood’s production is exported to the EU, Russia and Asia. The farming activities take place in four different regions in western Finnmark. During 2012, one new hatchery in Lakselv completed. The company will eventually be self-sufficient in smolt. The focus on large smolts that will optimize production in the sea is part of Grieg Seafood’s strategy.
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Processing plants have undergone significant upgrades over the years and today is modern with increased capacity. Production capacity at sea is 28 000 tons.
Grieg Seafood hjaltland UK LT D.
Grieg Seafood Hjaltland UK Ltd. has its business in Shetland, with activities on 31 farm sites divided between five clusters. Grieg Seafood Hjaltland UK Ltd is the largest salmon producer in Shetland, employing about 220 people. Lerwick Fish Traders Ltd. handles harvesting,. Lerwick Fish Traders Ltd is a fully owned subsidiary of Grieg Seafood Hjaltland UK Ltd. and one of the largest salmon packing and processing companies in Shetland. About 70% of the salmon production is delivered as whole fish, and 30% as various types of fillet. Grieg Seafood Hjaltland UK Ltd has one hatchery under construction, which will be completed during 2013. Shetland will then be self supplied with smolts. The production capacity is 28.000 tons.
Shetland Products Ltd.
Grieg Seafood Hjaltland UK Ltd has developed a large customer network in the UK, Europe, Far East and North America. The sales department sells its own products through Shetland Products in addition to fish from external producers. Salmon is effectively delivered through distributors to some of the larger UK supermarket chains.
Grieg Seafood BC LT D.
Grieg Seafood started farming in Canada in 2001 in Esperanza Inlet on the west coast of Vancouver Island, British Columbia. The company’s activities have expanded in recent years, with farm Nootka Sound and the east coast of Vancouver Island. In January 2007, Grieg Seafood BC Ltd. Acquired 8 farms in Sechelt, a small coastal community northwest of Vancouver. Grieg Seafood BC Ltd. operates 21 farm licenses, and has its own hatchery. The production capacity is 20.000 tons. During peak production times Grieg Seafood employ approximately 93 people. People from British Columbia are concerned about the environment, and Grieg Seafood BC Ltd. Shares the society’s commitment to sustainability. Grieg Seafood has established control principles and standards that surpass government requirements through a program of continuous improvement. Through such measures it will reduce Grieg Seafood’s impact on the environment around it. Grieg Seafood’s proximity to the U.S., Canadian and Asian markets makes it possible for Grieg Seafood to offer fresh fish to its customers with lower transportation costs than its Chilean competitors.
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Ocean Quality AS
Ocean Quality is the Norwegian sales company of Grieg Seafood ASA (60%) and Bremnes Fryseri AS (40%). The company was established in late 2010 and is based in Bergen. At year-end the company had 22 employees, comprising 14 men and 8 women.
The companies primary goal it to become a preferred and trusted seafood supplier. The Ocean Quality sales force strives to meet high standards, carrying out distribution services to its dedicated customers across the world.
7.2 Basis for statements regarding competitive position
Competitive Strengths
Strong geographic diversification: - The company is present in four different regions; Finnmark, Rogaland, British Colombia and the UK, with a relatively evenly distributed production. - With a high geographic diversification the company is less vulnerable to biological issues which can occur in one separate region.
Long term owner: - The Group is a family owned business
- The Group was established in 1884 and currently operates globally within several business areas
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8 Organisational structure
8.1 Description of group
Grieg Seafood ASA is the parent company of the Grieg Seafood Group.
8.2 Dependence upon other entities
Due to being a holding company with very limited operational activity, Grieg Seafood ASA is dependent on cash flow from its operating subsidiaries in order to serve debt at the parent company level, including bond loans.
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9 Trend information
9.1 Statement of no material adverse change There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. Please read Section 13.6.
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10 Profit Forecasts or Estimates Neither a profit forecast nor a profit estimate is included in this Registration Document.
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11 Administrative, management and supervisory bodies
11.1 Information about persons
The business address of each of Grieg Seafood’s directors and executive officers listed below is Grieg-Gaarden, C. Sundts gate 17/19 NO-5004 BERGEN.
Board of Directors
Per Grieg jr. (1957) – Chairman of the board Per Grieg jr has been actively involved in leading positions in Grieg Seafood ASA since the foundation in 1992, and has played a major role in building the Grieg Seafood Group. He held the position as CEO until August 2008. He holds a MSc degree at The Norwegian University of Science and Technology (NTNU), Department of Marine Technology and a MBA from INSEAD, France. Grieg holds an extensive experience as researcher at Marintek in Trondheim, as ship broker at EA Gibson and Joachim Grieg & Co, where he also was Managing Director in the 90s and now holds the position as Chairman of the board. He has been involved in establishing a numerous companies within several sectors, and has been or is board member in companies like Fjord Seafood ASA, Marine Farms ASA, Erfjord Stamfisk AS and AON Grieg – together with several companies within The Grieg Group. Grieg also owns and manages his own investment company. Per Grieg jr is a Norwegian citizen and resides in Bergen, Norway.
Asbjørn Reinkind (1960) – Vice Chairman Asbjørn Reinkind has a degree as ”siviløkonom” from the Norwegian School of Economics and Business Administration (NHH) in Bergen and has further education from IMD and Insead (AMP). He has extensive experience from the FMCG industry and branded foods with eg. 18 years employment in Rieber & Søn ASA , as Managing Director of Denja, Managing Director of Toro and 6 years as CEO of Rieber & Søn ASA. Reinkind has also broad experience from the aquaculture and fish farming industry, eg. as Group Managing Director of Hydro Seafood Group (1997 – 2000), former chairman of Pieters Group, Seafarm Invest and Sjøtroll Havbruk. Reinkind has also been a non-executive Board member of companies in the marine sector, eg. Fiskeriforskning, Domstein ASA and Pronova Biocare. Reinkind is today chairman of SpisGrilstad AS, Board member of Chata Polska/MAROL (Polish food grocery chain and wholesaler), Board member of Biomar Group (Denmark, global fish-feed producer) and senior advisor in two private equity companies. He is a Norwegian citizen and resides in Bergen, Norway.
Terje Ramm (1959) – Board member Terje Ramm has since 1997 been the deputy managing director of Norgesmøllene. He is also in charge of the daily management of Stormøllen Industri AS. He was previously the company secretary in Stolt Sea Farm in the period 1990-1997. Ramm has also worked as a lawyer in DnB Finans (1987-1990) and as a lawyer in the police with Bergen Politikammer in the period of 1985- 1987. Ramm holds a series of board positions, and a law degree from the University of Bergen. He is a Norwegian citizen and resides in Bergen, Norway.
Wenche Kjølås (1962) – Board member Wenche Kjølås is a business studies graduate from the Norwegian School of Economics and Business Administration (NHH). She is Executive Director of Grieg Maturitas AS since 2009, and before then she was CFO of Grieg Logistics AS for 3 years. Kjølås' previous positions include Group director Finance of Kavli Holding AS, MD of O. Kavli AS, financial director of Kavli Holding AS, business manager of Hakon Group AS in Bergen and manager and management consultant of Touche Ross. She is member of the board of DOF ASA and Selvaag Bolig ASA, and member of the general assembly of Sparebank-stiftelsen DnBNor. Kjølås is a board member of Grieg Seafood ASA since May 2009, and holds partly through close associates 7,000 shares in Grieg Seafood ASA. Kjølås is a Norwegian citizen and resides in Bergen, Norway.
Ingelise Arntsen (1966) – Board member Ingelise Arntsen is CEO of Sway Turbine AS. Arntsen has extensive experience from the energy industry, amongst others as member of the executive corporate management of Renewable Energy Corporation and Statkraft, as well as CEO of Sogn og Fjordane Energiverk. She also has experience from the shipbuilding industry and has worked many years internationally. Arntsen has
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REGISTRATION DOCUMENT had a number of board positions in companies such as Petoro, IM Skaugen, Orkla Foods, NordPool and BKK. She is a Danish citizen and resides in Bergen, Norway.
Group Management
Morten Vike (1971) – CEO Vike is the CEO from 1 August 2008. He has since 1994 worked in the food industry and has since 2001 been Executive Vice President of Rieber & Søn, with particular responsibility for the international operations. Vike has lived and worked abroad for several years, i.e. as CEO of Vitana a.s. in the Czech Republic. Vike has a Msc. in Business and Administration from the Norwegian School of Economics and Business Administration (NHH) and a CEMS Master from St. Gallen, Switzerland. He is Norwegian citizen and resides in Bergen, Norway.
Atle Harald Sandtorv (1967) - CFO Sandtorv comes from the position as CFO in the subsea company Bennex. Prior to this, Sandtorv was CFO in the OSE listed transport company Tide ASA. During his 13 years in the management of Tide ASA, he was a central person in times of strong growth and structural changes, mergers and acquisitions that formed what today is one of Norway's leading transport companies. Sandtorv has got a MSc in Business Administration from the Norwegian School of Economics and Business Administration (NHH).
Trude Elisabeth Østvedt (1962) - CAO Trude E. Østvedt was employed in Grieg Seafood in 2007 as Chief Accountant Officer when the company was listed on the Oslo Stock Exchange. Østvedt is a certified public accountant from NHH, and has studied Change Management and Leadership at Malmo University, Sweden. She has experience in external audit respectively from PwC and Ernst & Young. Østvedt was employed in Grieg Group Resources AS (GGR; a company in the Grieg Group) in the period 1993-2007. Østvedt's areas of experiences were finance, accounting, human resources, marketing and communications. The last two years in GGR she held the position as administrative manager. Østvedt is a Norwegian citizen living in Bergen.
Frode Mathisen (1970) – Director Biological Performance and Planning in the Grieg Seafood Group Frode Mathisen was in July 2010 appointed Director Biological Performance and Planning. From 2008, Mathisen held the position as Group Freshwater Manager. Prior to this, he held various positions with Grieg Seafood, Marine Harvest and Stolt Seafarm. Mathisen holds a master degree in Aquaculture from the University in Bergen. He is a Norwegian citizen and resides in Bergen.
Tor Eirik Homme (1964) – Director Feed and Nutrition in the Grieg Seafood Group Tor Eirik Homme has been employed in the newly established position as Director Feed and Nutrition in the Grieg Seafood Group since September 2010. Homme comes from the position as Marketing and Development Manager in EWOS, Norway. He has 16 years experience in the fish feed industry, and has the thorough knowledge of the development phases of today's fish feed, the fish feed industry and the nutrition requirements for salmon. Homme has worked in areas such as sales, marketing, product development, project management, research and international coordination. He has got a Masters degree in Aquaculture from the University of Life Sciences at Ås. He is a Norwegian citizen and resides in Bergen.
Alexander Knudsen (1974) – Regional Director Grieg Seafood Rogaland AS Knudsen has been working in Grieg Seafood since 1997. He previously worked in Øvrebø Fisk AS which was bought by Grieg Seafood in 1997. He had a degree in economy and administration from Molde Universtiy College. He is a Norwegian citizen and resides in Stavanger, Norway.
Håkon Volden (1969) - Regional Director Grieg Seafood Finnmark AS Volden has worked in Grieg Seafood since 2006. He has been Managing Director of Grieg Seafood Finnmark (prev. Volden Group) since 1993. Volden holds several board seats. He is a Norwegian citizen and resides in Alta, Norway.
Stewart Hawthorn - Regional Director Grieg Seafood BC Ltd.
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Michael Stark (1966) - Regional Director Grieg Seafood Hjaltland UK Ltd. and its subsidiaries Hjaltland Hatchery Ltd., Hjaltland Seafarms Ltd, Lerwick Fish Traders Ltd. and Shetland Products Ltd.
Stark took over as Managing Director for Grieg Seafood Hjaltland UK Ltd. in 2005. He had previously been responsible for processing, sales and marketing for Hjaltland (2001-2005) and Laschinger Aqua Group (1999-2001). Before that, he worked for the seafood company Gottfried Friedrichs GmbH & Co. (1996-1999) with responsibility for product development and processing technology. He qualified as an engineer within food industry studies in Germany. Michael Stark is a German citizen and lives in Lerwick, Shetland (UK).
Stark holds further the following positions: -Director of Scottish Salmon Producer Organisation, -Director of Shetland Seafood Quality Control Ltd, -Chairman of the Board for Shetland Aquaculture, -Chairman of the Shetland Aquaculture Trust, -Vice Chairman of Seafood Shetland (incorporating Shetland Fish Processors and Shellfish Growers -Trustee of the The George L. Hunter and Alexander Morrison Memorial Trust -International Delegate of Naturland e.V.
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11.2 Administrative, management and supervisory bodies conflicts of interest
There are no conflicts of interest between any duties to the Issuer of the persons referred to in item 11.1 and their private interests and or other duties.
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12 Major shareholders
12.1 Ownership
As at 31 December 2012, the Issuer had 111 662 000 shares with a nominal value of NOK 4 per share. All shares issued by the Issuer are fully paid up. There is one class of shares and all shares have the same rights. In June 2011, the Issuer purchased 1 250 000 of its own shares for NOK 14.40 per share.
(Please see note 23 in the Annual report 2012 for more information).
12.2 Change in control of the issuer
There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.
Corporate Governance The activities of Grieg Seafood ASA are conducted in accordance with Norwegian law and regulations for good corporate governance (Norwegian Corporate Government Board’s Code of Practice). The Issuer seeks to comply with all relevant laws and regulations and the Norwegian Code of Practice for Corporate Governance. This also applies to all other companies which are controlled by the Group. The document of principle which is enclosed along with the Annual Report therefore applies to all companies of the Group, in as far as it goes. The Group’s Audit Committee held eight meetings in 2011 to review the Issuer’s accounts and operations.
The Audit Committee consists of Wenche Kjølås (chair) and Terje Ramm.
Change of control. Takeovers The Issuer has no established mechanisms which can prevent or act as a deterrent to takeover bids, unless this has been resolved by the General Meeting by a majority of two thirds (of the votes cast and of the share capital represented). The Board will not use its authorisation to prevent a takeover bid without the approval of the General Meeting after the takeover bid has become known. If a takeover bid is received, the management and the Board will ensure that all
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REGISTRATION DOCUMENT shareholders are treated equally. The Board will obtain a value assessment from a competent independent party and advise the shareholders whether to accept or reject the bid. The shareholders will be advised of any difference of views among the Board members in the Board’s statement on the takeover bid.
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13 Selected financial information concerning the Issuer's assets and liabilities, financial position and profits and losses
13.1 Historical Financial Information for the Issuer
The consolidated financial statements of Grieg Seafood Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
The Group’s accounting policies is shown in Annual Report of 2012, note 2, to the consolidated accounts.
According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a registration document may be incorporated by reference.
The following financial statements are incorporated by reference. Reference is made to Grieg Seafood’s Annual Report 2012 and Grieg Seafood’s Annual Report 2011.
2012 Annual Report 2011 Annual Report Grieg Seafood Group Consolidated Page(s) Page(s) Financial Statements
Consolidated income statement 26 16 Consolidated balance sheets 27 17-18 Consolidated cash flow statement 28 19 Notes to the consolidated financial statements 30 21
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13.2 Financial statements
Please read Section 13.1. Grieg Seafood's financial statements are incorporated by reference.
13.3 Auditing of historical annual financial information
Statement of audited historical financial information
The historical financial information for 2012 and 2011 has been audited.
Other audited information No other information in this Registration Document has been audited.
13.4 Age of latest financial information
Last year of audited financial information
The last year of audited financial information is 2012.
13.5 Legal and arbitration proceedings
The Issuer is not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability
13.6 Significant change in the Issuer's financial or trading position
There has been no significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information has been published.
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14 Documents on display
The following documents (or copies thereof) may be inspected for the life of the Registration Document at the headquarters of the Issuer, Grieg-Gaarden, C. Sundts gate 17/19 NO-5004 BERGEN
(a) The memorandum and articles of association of the Issuer;
(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Issuer's request, any part of which is included or referred to in the Registration Document;
(c) the historical consolidated financial information of the Issuer for each of the two financial years preceding the publication of the Registration Document.
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15 Cross Reference List
Reference in Registration Refers to Document
12.1 Historical Financial Annual Report 2012, available at Information for the Group http://hugin.info/138681/R/1696257/55858 8.pdf
Annual Report 2011, available at http://hugin.info/138681/R/1606307/50912 0.pdf
12.3 Auditing of historical Annual Report 2012, available at annual financial information http://hugin.info/138681/R/1696257/55858 8.pdf
(Auditor’s report, page 89)
Annual Report 2011, available at http://hugin.info/138681/R/1606307/50912 0.pdf
(Auditor’s report, page 81)
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16 Lead Manager's disclaimer
Pareto Securities AS, the Lead Manager, has assisted the Issuer in preparing the Registration Document. Pareto Securities AS has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and Pareto Securities AS expressly disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with the issuance or distribution of bonds by Grieg Seafood.
Each person receiving this Registration Document acknowledges that such person has not relied on Pareto Securities AS, nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.
Oslo (Norway), 05.06.2013
Pareto Securities AS
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