HAL: each trust share would become a HAL Holding share, a change of wrapper rather than of contents

HAL proposes to terminate HAL Trust, the Bermuda trust through which holders own HAL Holding, and to give one HAL Holding share per trust share. The 90,370,864 trust shares would become as many shares listed in Amsterdam: the wrapper would change, not the contents. Shareholders would directly own shares in the holding company that holds HAL's interests, including Boskalis, Vopak, SBM Offshore and Technip Energies.

Why it matters for HAL shareholders: today, they own a share in a trust, and the trustee, HAL Trustee Limited, holds and administers all HAL Holding shares. The transaction itself shows it: the trust shareholders' meeting of 26 November will give the trustee its voting instructions for the HAL Holding general meeting of 1 December. After the transaction, shareholders would hold HAL Holding shares directly, each carrying one vote and the same dividend rights as a trust share today, according to the notice. The latest published net asset value is that of 30 June 2026: €17,626m. The transaction would remove an intermediary, the trust, between shareholders and HAL Holding, with no disposal or share issue in the proposal.

The trust here is a legal wrapper established in Bermuda. HAL Holding is an N.V. (naamloze vennootschap, a public limited company) governed by Curaçao law, with its statutory seat in Curaçao. Its headquarters and place of effective management have been in the Netherlands since 1 April 2024, and the press release states that these headquarters and its tax residency will remain there. HAL presents the transaction as a simplification of its corporate structure. According to the notice, HAL Holding is not pursuing it for tax reasons and is of the view that it does not result in any taxes or levies for HAL Holding, including Dutch dividend withholding tax and corporate income tax. This view covers only certain tax consequences of the transaction, and shareholders are asked to make their own assessment and, where deemed necessary, to consult their tax advisers.

Trust shares held in a securities account would be replaced by HAL Holding shares, credited through the financial intermediaries. Holders of bearer trust shares, by contrast, would have to request the exchange by 31 December 2033, after which their rights would be extinguished. Our analysis of 30 August 2026 showed that HAL earned less in the first half but was worth more, and Opulion's HAL profile sets out its structure and holdings.

Trust shareholders who wish to attend the vote or be represented must give notice by 19 November. Three steps will then settle the matter. First, the trust shareholders' vote on 26 November in Rotterdam, the day HAL also publishes its third-quarter update. Then the HAL Holding general meeting of 1 December, followed, if the proposal is approved, by the listing: last trading day of the trust shares scheduled for 4 December, first listing of HAL Holding on 7 December, indicative dates, with an ISIN and a ticker still to be published. For HAL shareholders, the last proof would be the cost of the transaction for the holding company: the 2026 annual results, scheduled for 25 March 2027, would be the first report able to show it (Opulion hypothesis).