Below is a summary of some Norwegian legal issues related to investing in Norsk Hydro ASA. This summary does not purport to provide a complete description of all legal rights and obligations that may be relevant to the shareholders of Norsk Hydro ASA, hereinafter referred to as the Company, and does not address legal matters governed by any law other than Norwegian law. The summary is based on applicable Norwegian laws, rules and regulations as they apply as of the date indicated below. These laws, rules and regulations are subject to change. The summary is provided for only a brief introduction and does not address all aspects that may be relevant. The information contained in this summary is subject to change without notice. PGMBM said the plaintiffs did not file a lawsuit in Brazil because they were “frustrated by the lack of progress in the Brazilian legal system.” (Reporting by Gwladys Fouche, editing by Louise Heavens) OSLO, Feb 9 (Reuters) – Some 40,000 Brazilians have filed a class action lawsuit against Norwegian aluminum producer Norsk Hydro for pollution by toxic waste caused by the company in northern Brazil. Compulsory expropriation (right of squeeze-out and right of sale) in respect of shares in the Company is governed by sections 4 to 25 of the Norwegian Companies Act and sections 6 to 22 of the Norwegian Securities Trading Act. “The issues raised by Cainquiama are already being discussed in Brazilian courts and Brazilian authorities,” Hydro said in a statement to Reuters. The published news is available on newsweb.
A majority shareholder who foreclosures must offer minority shareholders a certain price per share. If, after the filing of a mandatory or voluntary offer, the Offeror has acquired more than 90% of the voting shares of the Company and a corresponding proportion of the votes eligible for delivery at the Annual General Meeting and the Offeror concludes a compulsory acquisition of the remaining shares within three months of the expiry of the offer period, The refund price is determined on the basis of the offer price, unless there are special reasons for a different price. A minority shareholder may, within a specified period of at least two months, object to the offer price and apply to the Norwegian courts to fix the offer price. The completion of the offer may be subject to conditions. The offer price per share shall be at least equal to the highest price paid or agreed by the offeror for the shares during the six months preceding the date on which the threshold is exceeded. However, if it is clear that the market price was higher at the time the mandatory bid obligation was triggered, the bid price must be at least as high as the market price. If the acquirer acquires additional shares at a higher price before the expiry of the mandatory offer period or agrees to acquire additional shares, the acquirer is obliged to adjust its offer to that higher price. A mandatory offer must be made in cash or include a cash alternative equal to at least one other consideration offered. Reporting by Gwladys Fouche; Edited by Louise Heavens, Jason Neely and Barbara Lewis Our standards: The Thomson Reuters Trust Principles. The obligation to make an offer does not apply if the shareholder sells the portion of the shares that exceeds the relevant threshold within four weeks of the triggering of the offer obligation. If a person, company or consolidated group holds shares and/or rights to shares of the Company reaches, exceeds or falls below the respective thresholds of 5, 10, 15, 20, 25%, 1/3, 50%, 2/3 or 90% of the share capital or voting rights of the Company, the person, entity or group concerned must notify Oslo Børs without delay: who will publish the notice.
The same applies if the information thresholds are exceeded due to other circumstances, such as a change in the Company`s share capital. The company is subject to Norwegian takeover regulations and Oslo Børs` control of the takeover bid. Below is a brief introduction to Norwegian takeover rules. The offer and the offer document are subject to the approval of the Swiss Takeover Supervisory Authority before the formal offer is submitted. A decision to submit a voluntary offer must be notified to the Swiss Takeover Supervisory Authority and the Company after the decision and published by the Takeover Control Authority. The voluntary offer must be made within a reasonable time after the decision to submit the offer. Notifications will be made immediately after the transaction has been agreed and may be sent by email to Oslo Børs, which will publish the notice. If no mandatory offer is made within four weeks or if the part of the shares above the corresponding threshold is sold, the takeover authority may compel the purchaser to publicly sell the shares exceeding the threshold. In addition, a shareholder who does not make an offer while the mandatory offer obligation exists cannot exercise rights in the company, such as voting at a general meeting, without the consent of the majority of the remaining shareholders.
However, the shareholder may exercise the dividend and subscription rights. Where does this information come from? Most of the information on this page comes from the Solicitors Regulation Authority. However, some information may have been processed directly by the professional, the company or its representative. Learn more. The lawsuit also relates to an oil spill in Alunorte in 2018. These disclosure requirements are supervised by the Norwegian Financial Supervisory Authority (FSAN). FSAN has issued a detailed circular dealing with various issues relating to disclosure requirements (Circular 28/2011 on the Securities Trading Act – Comments on Chapters 3 and 4). The circular translated into English in early 2018 apologized Hydro for what it described as a “totally unacceptable” spill of untreated water during heavy rains in Alunorte, but denied that it had led to contamination of the local environment. Hydro has three plants in Para: Paragominas, a bauxite mine; Alunorte, a refinery where bauxite is converted into alumina; and Albras, where smelters convert alumina into aluminum.
The unauthorized water discharge prompted authorities and courts to order Hydro to reduce its alumina production at Alunorte, triggering the partial closure of Albras, resulting in outages lasting more than 15 months. Expropriation is not subject to the control of the Takeover Control Authority. For so-called primary insiders of the company (including management, directors and shareholders represented on the board of directors), there are additional disclosure requirements, regardless of the number of shares held. ⚠ Report abuse To notify the Law Society of any inappropriate or offensive content posted on Find a Lawyer, please visit our Contact Us page. If the conclusion of a voluntary offer triggers a mandatory offer obligation for the offeror, a mandatory cash offer must be made for the remaining outstanding shares. However, if the bidder holds more than 90% of the company`s shares and voting rights after a voluntary offer, a mandatory withdrawal of the remaining minority shareholders may be made without a prior mandatory offer. On Tuesday, Hydro reiterated that “there was no overflow and no signs of contamination with respect to the 2018 rainy event.” The offeror may offer consideration in the form of cash, securities, a combination of cash and securities or other forms of consideration. Any person, entity or consolidated group that becomes the owner of shares representing more than 1/3 of the voting rights of the Company (with repeated triggers at 40% and 50%) must make an unconditional general offer to purchase the remaining shares of the Company within four weeks.
A mandatory offer obligation may also be triggered if a party acquires the right to become the owner of shares which, with its own shareholding, represent more than 1/3 of the voting rights in the company and the anti-takeover authority decides that this is to be considered as an effective acquisition of the shares concerned. Norwegian takeover rules distinguish between voluntary and mandatory offers. A voluntary offer is an offer which, if accepted by the recipients of the offer, triggers a binding offer obligation for the supplier. A mandatory offer for the remaining shares of the Company will be triggered if the Bidder (by voluntary offer or otherwise) becomes the owner of more than 1/3 of the voting rights of the Company (with repeated triggers at 40% and 50%). Trading in the Company`s shares is subject to disclosure requirements for share ownership in Norway. Below is a brief introduction to the obligations imposed on shareholders under these rules. A shareholder who, directly or through subsidiaries, acquires shares representing more than 90% of the total number of issued shares of the Company and more than 90% of the total voting rights shall have the right, as well as any remaining minority shareholder of the Company, to require such majority shareholder to acquire the shares not already held by such majority shareholder: forcibly acquired against payment in cash. Following this forced expropriation, the majority shareholder becomes the owner of the remaining shares with immediate effect.
The Company`s home country for periodic disclosure requirements pursuant to Chapter 5 of the Norwegian Securities Trading Act, disclosure requirements for the acquisition of significant shareholdings, share rights and voting rights pursuant to Chapter 4, approval of the EEA prospectus in accordance with Chapter 7, is Norway.