IMSK - Annual General Meeting

Monday, 21. March 2011 08:57
All resolutions were made in accordance with the summons for the Annual General
Meeting of I.M. Skaugen SE held on 18 March 2011.

63,75  per cent of the share capital was represented.

The presentation material used at the AGM is also available at the web site
(www.skaugen.com).



The following resolutions were passed:

Re. Election of the Board of Directors:
Monica Skaugen is elected as board member of the Board for a two years period.
Erik Falkenberg is elected as deputy member of the Board for a new two years
period.

The board for I. M. Skaugen SE is as below:

 Erik Eik                                        (for election in 2012)
Jon-Aksel Torgersen                                        (for election in
2012)
Bertel O. Steen                                                 (for election
in 2012)
Liselott Kilaas                                        (for election in 2012)
Monica Skaugen                                        (for election in 2013)

Erik Falkenberg, Deputy Member to the Board           (for election in 2013)



Re. Proposal to write down the share capital by amortization of treasury shares
I.M. Skaugen's holdings of treasury shares as of 31 December 2010 are 9,464
shares, equivalent to 0.03 % of the share capital. The total number of issued
shares is 27,097,990 as of today, and after the write down has been executed the
number of issued shares will be reduced to 27,088,526.

The book value of the treasury shares is NOK 323,226. The par value is NOK
141,960 or NOK 15 per share. The premium price paid, NOK 181,266, is thus booked
against other equity.

The Board has decided to propose to the Ordinary  Annual General Meeting to
amortize or write down these shares in order to make available capacity to buy
more shares at values that are deemed beneficial to the shareholders.

The Board of Directors proposes that the General Meeting passes the following
resolutions:

a)The share capital is written down with the amount of NOK 141,960, from NOK
406,469,850 to NOK 406,327,890 by redemption of 9,464 shares with par value
NOK15, equivalent to the company's treasury shares.


b)      The Articles of Association's § 4 first paragraph is amended to the
following:
"The company's share capital is NOK 406,327,890 divided into 27,088,526 ordinary
shares with par value NOK15 fully paid-in".


Re. Authorisation to acquire the Company's treasury shares
On 18 March 2010, the company's Ordinary Annual General Meeting granted the
Board the authority to acquire treasury shares. The Board of Directors believes
that the acquisition of the Company's treasury shares may be right for the
Company with a view, inter alia, to improve the shareholders' return. The Board
of Directors proposes this authorisation to be renewed.  This also assures the
company greater financial flexibility. The acquisition of the Company's own
shares can for example be relevant in a situation where the Company's equity and
liquidity situation is good, while at the same time there is a limited supply of
attractive investment opportunities.

The Board of Directors therefore proposes that the Annual General Meeting passes
the following resolutions:

a)                   The Board of Directors of I.M. Skaugen SE is hereby granted
authorisation to acquire on behalf of the Company up to 2,709,799 of the
Company's treasury shares with a total nominal value of NOK 40,646,985
corresponding to 10 per cent of the Company's current share capital.
b)                   The highest price that may be paid per share is NOK 200.00
and the lowest price is NOK 1.00.
c)                   The acquisition and disposal of the Company's treasury
shares may be carried out as deemed appropriate by the Board of Directors - not,
however, by subscription for the Company's treasury shares.
d)                   The authorisation shall remain in force until the next
Ordinary Annual General Meeting
e)                   This authorisation replaces the prior authorisation for
acquiring treasury shares, granted in the Ordinary Annual General Meeting of 18
March 2010.


The authorisation is to be registered in the Register of Business Enterprises.



Re. Authorisation to increase the share capital
On 18 March 2010, the company's Ordinary Annual General Meeting granted the
Board the authority to increase the share capital with up to NOK 203,234,925.
The Board of Directors proposes that this authority is renewed. It is proposed
that the Board of Directors shall decide when to execute the authorisation, and
in such regard, also set the subscription price.

The Board of Directors therefore proposes that the Annual General Meeting passes
the following resolutions:

a)                   Pursuant to the SE Act section 2, cf the Public Limited
Companies Act section 10-14, the Board of Directors of I.M. Skaugen SE is
authorised, on behalf of the Company, to increase the share capital with up to
NOK 203.234.925.
b)                   The shareholders' preferential right to new shares pursuant
to the SE Act section 2, cf the Public Limited Companies Act section 10-4 may be
deviated.
c)                The Authorisation also comprises increase of share capital
with other assets than monetary assets.
d)                   The Authorisation comprises increase of share capital by
merger pursuant to the SE Act section 2, cf the Public Limited Companies Act
section 13-5.
e)                   The Authorisation remains in force until the next Ordinary
Annual General Meeting.
f)                     This authorisation replaces the prior authorisation for
increasing the share capital granted in the Ordinary Annual General Meeting of
18 March 2010 from the date and time it is registered.


The authorisation is to be registered in the Register of Business Enterprises.



Re. Proposal for the Annual General Meeting to grant the Board of Directors
authorisation to issue convertible bonds with up to NOK 400,000,000
On 18 March 2010, the company's Ordinary Annual General Meeting granted the
Board the authority to issue convertible bonds of up to NOK 400,000,000. The
Board of Directors proposes that this authority is renewed. The authorisation
may for example be used to issue convertible bonds on advantageous terms and
conditions in a position under which the Company needs financing promptly. The
Board of Directors shall make the further assessment of the time for possible
issuance of such convertible bonds, and also set the time limit to call for
conversion.

The Board of Directors proposes therefore that the Annual General Meeting passes
the following resolutions:

a)                   The Board of Directors of I.M. Skaugen SE is granted the
authorisation, on behalf of the Company, to issue convertible bonds with amounts
equivalent of up to NOK 400,000,000. The convertible loans may be raised in USD,
EUR or NOK.
b)                   The share capital shall by conversion be subject to an
increase of up to NOK 203,234,925. The subscription price to be decided by the
Board of Directors.
c)                   The Board of Directors may deviate from the shareholders'
preferential right pursuant to the SE Act section 2, cf the Public Limited
Companies Act section 11-4, cf sections 10-4 and 10-5, to subscribe for shares
in the convertible loans.
d)                      The Authorisation remains in force until next Ordinary
Annual General Meeting.
e)                    This authorisation replaces the prior authorisation to
issue convertible bonds granted in the Ordinary Annual General Meeting of 18
March 2010 from the date and time it is registered.


The authorisation is to be registered in the Register of Business Enterprises.

Specification of points 11 and 12:



It is emphasized that the board's proposal implies that to the extent the share
capital is increased in accordance with the authority proposed to be given to
the board by the general assembly, the board shall limit its right to convert
loan to share capital by issuing convertible bonds in the corresponding amount,
and vice versa. Thus it will be in the board's discretion to decide if the
increase in the share capital shall be done through authorities to the Board of
Directors or issue of convertible bonds within the total limit of NOK
203.234.925.



Re. Dealing with the Board's statement on how the salary and other benefits to
leading employees are determined
In accordance with the Public Limited Companies Act § 6-16 a, the Board has
produced a statement on how the salary and other benefits to leading employees
are determined. The content of this statement is included in Note 4 to the
Annual Accounts for 2010 for the parent company. An advisory vote on the
statement shall be held at the Annual General Meeting.

The Board of Directors proposes therefore that the Annual General Meeting passes
the following resolutions:

(a)               The general meeting unanimously approves the content of the
statement.




Oslo, 21 March 2011

I.M. Skaugen SE
If you have any questions, please contact:
Bente Flø, Chief Financial Officer, on telephone
+47 23 12 03 30/+47 91 64 56 08 or by e-mail:bente.flo@skaugen.com. This press
release is also available on the Internet at our website:
http://www.skaugen.com.

I.M. Skaugen SE (IMS) is a marine transportation service company engaged in the
transportation of petrochemical gases, chemicals, LPG and LNG, marine transfer
of crude oil and LNG, as well as design and construction of smaller, specialised
high quality vessels. We are listed on the Oslo Stock Exchange under the ticker
code, IMSK.

IMS employs approximately 2.000 people around the world and currently operates
about 41 vessels worldwide. The fleet comprises petrochemical gas, LPG and LNG
carriers, Aframax tankers and lightering support vessels, barges and tugs.




Generalforsamlingsprotokoll:
http://hugin.info/179/R/1498431/434034.pdf

IMS IR presentation:
http://hugin.info/179/R/1498431/434033.pdf




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Source: I. M. Skaugen SE via Thomson Reuters ONE

[HUG#1498431]
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