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Stolt Nielsen Sa SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2006-05-31 | Period of Report: 2005-11-30 SEC Accession No. 0001104659-06-038575 (HTML Version on secdatabase.com) FILER STOLT NIELSEN S A Mailing Address Business Address C/O STOLT NIELSEN LTD C/O STOLT NIELSEN LIMITED CIK:831980| IRS No.: 000000000 | State of Incorp.:I0 | Fiscal Year End: 1130 ALDWYCH HOUSE 71-91 ALDWYCH HOUSE 71-91 Type: 20-F | Act: 34 | File No.: 000-16977 | Film No.: 06877768 ALDWYCH ALDWYCH SIC: 4412 Deep sea foreign transportation of freight LONDON X0 00000 LONDON WC2B 4HN ENGL X0 00000 2036259400 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on May 31, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-16977 STOLT-NIELSEN S.A. (Exact name of Registrant as specified in its charter) LUXEMBOURG (Jurisdiction of incorporation or organization) c/o STOLT-NIELSEN LIMITED Aldwych House 71-91 Aldwych London WC2B 4HN, England (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, no par value Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: Common Shares, no par value 64,127,914 Founders Shares, no par value 16,031,978 Indicate by check-mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o If this report is an annual report or transition report, indicate by check-mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such Reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Indicate by check mark which financial statement item the registrant has elected to follow. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 17 o Item 18 x If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Selected Consolidated Financial Data 4 Risk Factors 5 Item 4. Information on the Company 17 General 18 Recent Significant Developments 18 Business Overview 20 Seasonality 30 Key Supplier Relationships 30 Regulation 30 Competition 34 Insurance 35 Significant Subsidiaries 36 Research and Development; Patents and Licenses 36 Property, Plants and Equipment 37 Item 4.A. Unresolved Staff Comments 43 Item 5. Operating and Financial Review and Prospects 43 Introduction 43 Management Overview 44 Factors Affecting Our Financial Condition and Results of Operations 46 Application of Critical Accounting Policies 59 Impact of Recent Accounting Standards 62 Strategic Outlook 63 Outlook for Fiscal Year 2006 65 Results of Operations 66 Liquidity and Capital Resources 80 Safe Harbor 93 Item 6. Directors, Senior Management and Employees 93 Directors and Senior Management 93 Compensation 95 Board Practices 97 Employees 100 Unions 100 Share Ownership 100 Item 7. Major Shareholders and Related Party Transactions 101 Major Shareholders 101 Related Party Transactions 102 Item 8. Financial Information 107 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statements and Other Financial Information 107 Legal Proceedings 107 Dividends 115 Significant Changes 116 Item 9. The Offer and Listing 116 Stock Trading History 116 i Markets 117 Item 10. Additional Information 117 Organization and Register 117 Articles of Incorporation 117 Material Contracts 122 Exchange Controls 124 Taxation 124 Documents on Display 128 Item 11. Quantitative and Qualitative Disclosures about Market Risk 128 Currency Rate Exposure 128 Interest Rate Exposure 129 Bunker Fuel Exposure 129 Market Risk Assessment 129 Item 12. Description of Securities Other than Equity Securities 130 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 131 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 131 Item 15. Controls and Procedures 131 Item 16. [Reserved] 133 Item 16A. Audit Committee Financial Expert 133 Item 16B. Code of Ethics 133 Item 16C. Principal Accountant Fees and Services 134 Audit Fees 134 Audit Related Fees 134 Tax Fees 134 All Other Fees 134 Audit Committee Pre-Approval Policy and Procedure 135 Item 16D. Exemptions from the Listings Standards for Audit Committees 135 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 135 PART III Item 17. Financial Statements 136 Item 18. Financial Statements 136 Consolidated Financial Statements 136 Supplementary Schedule 136 Item 19. Exhibits 136 ii Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INTRODUCTION Stolt-Nielsen S.A. is a Luxembourg registered company. In this annual report on Form 20-F (the Report), the terms we, us, our, SNSA, and Stolt-Nielsen refer to Stolt-Nielsen S.A. and, unless the context otherwise requires, our consolidated subsidiaries. References in this Report to SNTG refer to Stolt-Nielsen Transportation Group Ltd., a Bermuda corporation and a wholly owned subsidiary of Stolt- Nielsen S.A. References to SSF or Stolt Sea Farm refer to Stolt Sea Farm Holdings plc, an English company and wholly owned subsidiary of Stolt-Nielsen S.A. and, unless the context otherwise requires, its consolidated subsidiaries. References to SOSA or Stolt Offshore refer to Stolt Offshore S.A., a Luxembourg company and, unless the context otherwise requires, its consolidated subsidiaries. On April 10, 2006, Stolt Offshore S.A. changed its name to Acergy S.A. During fiscal year 2003, SOSA was a consolidated subsidiary of Stolt- Nielsen. As of February 19, 2004, SOSA was deconsolidated from Stolt-Nielsen and as of January 13, 2005, we sold our remaining ownership interest in SOSA. For additional information on the deconsolidation of SOSA, please see Item 4. Information on the CompanyBusiness Overview and Item 5. Operating and Financial Review and ProspectsManagement Overview. During fiscal year 2004, SSF was a consolidated subsidiary of Stolt-Nielsen. On April 29, 2005, we completed a joint venture with Nutreco Holdings N.V. (Nutreco) consisting of most of SSFs operations and the fish farming and sales business of Nutreco. The joint venture was called Marine Harvest N.V. (Marine Harvest), a worldwide fish farming, processing and sales business. We contributed most of the operations of SSF into the Marine Harvest joint venture, retaining SSFs turbot and sole operations in Europe and Southern bluefin tuna ranching operations in Australia. We currently own 25% of the shares of Marine Harvest and Nutreco owns the remaining 75%. When used in this Report with reference to the period after April 29, 2005, SSF means the remaining turbot, sole and Southern bluefin tuna businesses. We began accounting for our 25% share of Marine Harvest under the equity method of accounting beginning in May 2005. On March 6, 2006, we announced the sale of our entire 25% ownership interest in Marine Harvest. Although the transaction has not yet closed and remains subject to approval from regulatory and competition authorities, on March 29, 2006 we received prepayment of Euro (EUR) 293.8 million (approximately $352.5 million at the then current exchange rate) representing our full share of the proceeds of the sale. The results of our 25% ownership interest in Marine Harvest will be included in SNSAs consolidated results until the transaction is completed. On receipt of the necessary approvals, we will recognize a gain on sale estimated to be $65 million. All risks and responsibilities of obtaining regulatory and competition authority approvals rest with the buyer. For additional information on the contribution of our net assets to and sale of our ownership interest in Marine Harvest, please see Item 4. Information on the CompanyGeneral, and Item 5. Operating and Financial Review and ProspectsDescription of our Business. Please also see Note 2 to the Consolidated Financial Statements, included in Item 18 of this Report.
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