Listing on Euronext

Listing on Euronext

The dual-listing on Euronext Amsterdam in 2019 complements our existing listing on Nasdaq Iceland since 1992 and is a natural next step in Marel’s growth strategy. By listing on an international stock exchange in addition to Nasdaq Iceland, Marel increases the visibility of its brand and access to a broader international investor base. In addition, the dual-listing strengthens Marel’s capital structure and provides us with a global currency for acquisitions to support our ambitious growth strategy.


Asthildur Otharsdottir

Letter to shareholders

Written to shareholders by Chairman Asthildur Otharsdottir on behalf of the Board of Directors of Marel in preparation for the listing of Marel’s shares on Euronext Amsterdam.

The listing of Marel's shares on the Euronext Exchange in Amsterdam, which will be in addition to the current listing in Iceland, is an important milestone in the history of Marel, a company originating in a project at the University of Iceland 40 years ago. Trading and settlement of transactions in Marel's shares will therefore soon take place on two exchanges, in ISK on Nasdaq Iceland and in EUR on Euronext in Amsterdam.

Euronext listing

Prospectus and market communication.

Release

Date

English

Dutch

Icelandic

Intention to Float announcement

20 May 2019

PDF

PDF

Prospectus

28 May 2019

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PDF
summary

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summary

Status of bookbuilding

30 May 2019

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Further update on bookbuilding

4 June 2019

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Further update on bookbuilding, price range narrowed

5 June 2019

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Update on bookbuilding

6 June 2019

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Final offer price

6 June 2019

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Over-allotment exercise

25 June 2019

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Frequently asked questions

Select category below and view all FAQs.

Question

Answer

Why is Marel dual-listing on Euronext Amsterdam?

Marel has been listed on the stock exchange in Iceland, now Nasdaq Iceland, since 1992. During that time Marel has created excellent value for its shareholders and the listing has enabled the company to grow and develop.

 

In recent years, however, we have had growing concerns about the size of the company relative to the Icelandic stock market. To ensure that we can pursue our global vision and drive continued shareholder returns, Marel has decided to seek a dual listing of Marel's shares on Euronext Amsterdam in addition to its listing in Iceland.

 

The objective of the dual listing is to expand the shareholder base as well as to facilitate trading and ensure fair pricing of Marel shares for the benefit of all shareholders. The listing is a mark of quality and raises the visibility of Marel and its brand. This in turn increases its ability to attract new customers and employees and strengthens the franchise value of Marel. A global leader needs to have a global stage to support its ambitious growth plan. Furthermore, the share offering will strengthen the company's capital structure and provide our experienced management team with a solid foundation and global currency to put our ambitious growth strategy into practice.

Question

Answer

What is the stock or ticker symbol for Marel?

The shares are currently listed under the symbol “MAREL” on Nasdaq Iceland. Application has been made to list and admit all of the shares to trading under the symbol “MAREL” on Euronext Amsterdam. The ISIN for the shares is the same in both markets, IS0000000388.

What is the difference between Marel shares
listed on Nasdaq Iceland and Marel shares listed
on Euronext Amsterdam?

Marel shares are registered in ISK on Nasdaq Iceland and in EUR on Euronext Amsterdam.

 

Shareholders holding shares in Marel on Nasdaq Iceland and Euronext Amsterdam are entitled to identical voting and dividend rights.

Will the share price differ between the two stock
exchanges?

Different liquidity levels, trading volumes, trading currencies and market conditions on the two exchanges may result in different prevailing prices and any movement in the price of Marel shares on one exchange could cause a movement in the trading price of Marel shares on the other exchange.

Question

Answer

Can Marel's shareholders trade shares on both
Nasdaq Iceland and Euronext Amsterdam?

Yes, but Marel shareholders are advised to consult their broker about the exact possibilities and costs.

I live in Iceland, what do I have to do to buy Marel
shares on Euronext Amsterdam?

Once Marel’s shares are listed on Euronext, you can give an instruction to your Icelandic broker to buy Marel shares on Euronext Amsterdam.

I live in the Netherlands, what do I have to do to
buy Marel shares on Nasdaq Iceland?

You can give an order to your Dutch broker to buy Marel shares on Nasdaq Iceland. Marel is already listed on Nasdaq Iceland.

How long does it take for trades to settle?

A two-day settlement schedule (T+2) applies to securities trading on both Nasdaq Iceland and Euronext Amsterdam. If you were to execute a trade on Wednesday, it would typically be settled on Friday. 

Question

Answer

Who is eligible to participate in Marel’s public
offering?

Participation in Marel’s offering is open to persons (individuals as well as legal entities) legally competent to manage their financial affairs and has the power to decide over their financial estate, with restrictions that may be imposed by law. The above conditions stipulate that if the person’s estate has been declared bankrupt and such proceedings have not been completed before the end of the offer period, that person may not participate in the offering. Persons who are not otherwise legally competent to manage their financial affairs may not participate in the Offering.

How can I participate in Marel’s public offering in
Iceland?

Subscriptions shall be registered electronically on a special order form available on the websites of Arion Bank at www.arionbanki.is/marel-utbod and Landsbankinn at www.landsbankinn.is/utbod/marel. Subscriptions for Marel shares will not be accepted in any other format. The subscription form will be available in Icelandic and English.

How can I participate in Marel’s public offering in
the Netherlands?

Retail investors in the Netherlands who wish to purchase Marel shares should instruct their financial intermediary. The financial intermediary will be responsible for collecting subscriptions from Dutch retail investors and for informing ABN AMRO of their subscription.

How many shares will be offered?

The shares offered are equivalent to approximately 15% of Marel’s total issued share capital. The offering will comprise 90,909,091 newly issued ordinary primary shares and a customary overallotment option of up to 9,090,909 ordinary primary shares.

Is there a minimum order size in ISK or EUR?

The minimum size of orders is EUR 1,000 or the ISK equivalent.

How long is the offer period?

The book-building period for the institutional offering will commence on 29 May 2019 at 09:00 hours (CEST) / 07:00 hours (GMT) and end on or around 6 June 2019 at 13:00 hours (CEST) / 11:00 hours (GMT). The subscription period for the retail offering will commence on 29 May 2019 at 09:00 hours (CEST) / 07:00 hours (GMT) and end on or around 5 June 2019 at 17:30 hours (CEST) / 15:30 hours (GMT), both subject to shortening or extensions.

When will trading in the shares commence?

The first expected day of conditional trading of the offer shares on Euronext Amsterdam is on or around 7 June 2019, and the first expected day of unconditional trading of the offer shares on the regulated markets of Euronext Amsterdam is on or around 12 June 2019, being also the expected date of admission.

Where can I find further information on Marel’s
offering?

Investors interested in the offering in Iceland and or the Netherlands can obtain information on the offering from the prospectus or https://marel.com/listing 

As part of its listing on Euronext Amsterdam, Marel has announced a public offering in the Netherlands and Iceland as set out in the Prospectus available at https://marel.com/listing/

Question

Answer

How does the transfer process of Marel shares
from Nasdaq Iceland to Euronext Amsterdam
work?

  1. A shareholder instructs to his/her Icelandic broker to transfer Marel shares from Nasdaq Iceland to Euronext Amsterdam.
  2. The client´s broker will give an order to Arion Bank for execution.
  3. Arion Bank gives ABN AMRO an order to convert Marel shares in ISK to Marel shares in EUR.
  4. Arion Bank sends SWIFT instructions to ABN AMRO for delivery of the shares.
  5. Subsequently, ABN AMRO will deliver the shares to the shareholder’s broker in the Netherlands.

How does the transfer process of Marel shares
from Euronext Amsterdam to Nasdaq Iceland
work?

  1. A shareholder instructs his/her broker to transfer Marel shares from Euronext Amsterdam to Nasdaq Iceland.
  2. The client´s broker will give an order to ABN AMRO for execution.
  3. ABN AMRO gives Arion Bank an order to convert Marel shares in EUR to Marel shares in ISK.
  4. ABN AMRO send SWIFT instructions to Arion Bank for delivery of the shares.
  5.  Subsequently, Arion Bank will deliver the shares to the shareholder’s broker in Iceland.

When will it be possible to transfer shares from
Nasdaq Iceland to Euronext Amsterdam and vice
versa?

Holders of Marel shares will be able to transfer their shares between the two markets as of the first day of listing of the shares on Euronext Amsterdam.

How long does it take for trades to settle?

A two-day settlement schedule (T+2) applies to securities trading on both Nasdaq Iceland and Euronext Amsterdam. If you were to execute a trade on Wednesday, it would typically be settled on Friday. 

What, if any, are the income tax consequences of a
transfer of shares?

Shareholders of Marel may be subject to Icelandic income tax on capital gains when transferring shares from Nasdaq Iceland to Euronext Amsterdam and dividends distributed by Marel are generally subject to Icelandic dividend withholding tax.

I do not have a securities/custodian account in the
Netherlands. Do I have to open a securities/
custodian account in the Netherlands when
transferring my Marel shares from Nasdaq Iceland
to Euronext Amsterdam?

Shareholders do not need to open a securities/custodian account in the Netherlands when transferring Marel shares from Nasdaq Iceland to Euronext Amsterdam. Your Marel shares issued in the Netherlands can be held by your Icelandic custodian and your holdings will be registered in your Icelandic custody account.

I do not have a securities/custodian account in
Iceland. Do I have to open a securities/custodian
account in Iceland when transferring my Marel
shares from Euronext Amsterdam to Nasdaq
Iceland?

Shareholders do not need to open a securities/custodian account in Iceland when transferring Marel shares from Nasdaq Iceland to Euronext Amsterdam, shares can be held in nominee accounts held by Dutch banks with their banking partners in Iceland.

Question

Answer

Do all shareholders have the same voting rights?

Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights. One vote is attached to each share in Marel but no voting rights are attached to treasury shares held by the Company (own shares).

Do all shareholders have the same rights to
dividends?

Shareholders have the same rights to dividends for Marel whether their shares are listed on Nasdaq Iceland or Euronext Amsterdam. Proposals for payment of dividends by the Board of Directors must be approved by the shareholders at a general meeting (either the Annual General Meeting or an extraordinary general meeting). Dividends are declared in EUR at the general meeting and converted to ISK using the EUR/ISK mid-rate of the Central Bank of Iceland.

Is there a difference in the payment of dividends
for shares listed on Nasdaq Iceland and Euronext
Amsterdam?

Payment of dividends of shares registered with Nasdaq Iceland is made in ISK and payment of dividends of shares registered on Euronext Amsterdam is in EUR.

Is there a different payment date for dividends in
EUR and in ISK?

The date for the payment of dividends in the Netherlands and Iceland is the same.

I currently own shares in Marel, what will happen
to my holdings?

Your ownership of shares in Marel will remain unchanged. Your shares will remain listed on Nasdaq Iceland as before and trading of Marel’s shares on Nasdaq Iceland will continue as before. The additional listing of Marel´s shares on Euronext Amsterdam means shareholders can, if they so choose, transfer their shares to Euronext Amsterdam – see Transfer of shares.

Is there a difference between Euronext
Amsterdam and Nasdaq Iceland in terms of
ownership disclosure requirements?

Because Iceland is Marel’s “home member state” the reporting obligations of substantial shareholdings is with the Icelandic Financial Supervisory Authority (FME). Under the Securities Transactions Act, which implements the Transparency Directive in part, a shareholder is required to notify both the company in which it holds shares and the FME, when its voting rights attached to the shares (including options for shares) reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 50%, 66 2/3% or 90% of the total number of votes in a company.

It is the ultimate investor who is obliged to notify the FME of its shareholdings.

Further information about Marel, shareholders’ rights, the listing of Marel’s shares on Euronext in Amsterdam and more is available in Marel’s Prospectus and on the website: https://marel.com/listing/

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