Stolt-nielsen

M&A Activity • Nov 19, 2010

Stolt-Nielsen Gas Ltd. to Enter Joint Venture with Sungas Holdings Ltd., Adding Three VLGCs to Fleet

LONDON, November 19, 2010 - Stolt-Nielsen Limited ("SNL") (Oslo Børs: SNI)

announced today that its subsidiary Stolt-Nielsen Gas Ltd. ("SNGL") has reached

an agreement with Sungas Holdings Ltd. ("Sungas") whereby Sungas will become a

50% shareholder in Avance Gas Holdings Ltd. ("Avance Gas") currently wholly

owned by SNGL.  As part of the transaction, Avance Gas will acquire three VLGCs

from Sungas, for which Sungas will receive an undisclosed amount of cash, in

addition to its 50% stake in Avance Gas.  The transaction will be financed by

shareholder loans from both partners until such time as external bank financing

can be secured.

The transaction is expected to close in December 2010, subject to due diligence

and merger clearance.

The three VLGCs from Sungas will be added to the fleet of Avance Gas, which

currently owns one VLGC, operates a second VLGC, and also time charters a

medium-sized gas carrier.  Three of the ships are currently engaged on long-term

time charters, and the remaining three ships will be traded in the spot market.

The Avance Gas-controlled fleet will comprise:

+----------------------+-------------+-----------+----------+-----------+

|Ship                  |Yr. Built | CBM |   Yard | Ownership |

+----------------------++-----------++----------++----------+-----------+

|Stolt Avance | 2003| 82,200| Kawasaki| 100%|

+-----------------------+-----------+-----------+-----------+-----------+

|Iris Glory | 2008| 83,000| Daewoo| 100%|

+-----------------------+-----------+-----------+-----------+-----------+

|Thetis Glory | 2008| 83,000| Daewoo| 100%|

+-----------------------+-----------+-----------+-----------+-----------+

|Venus Glory | 2008| 83,000| Daewoo| 100%|

+-----------------------+-----------+-----------+-----------+-----------+

|Yuhsho |       1999|   78,000 | Mitsubishi|  Chartered|

+-----------------------+-----------+-----------+-----------+-----------+

|Navigator Taurus |       2009|     22,550| Hyundai|  Chartered|

+----------------------++-----------++----------++----------+-----------+

Niels G. Stolt-Nielsen, Chief Executive Officer of SNL, said, "This transaction

is in line with our stated strategy of consolidating a shipping segment that is

highly fragmented.  I am pleased to have Sungas as shareholders in Avance Gas,

creating a strong player in the industry."

Sungas is controlled by a private Saudi Arabian investor and was advised by

Lazard on the transaction.  A Sungas representative said, "This transaction

takes our shipping investments into a new era.  We are very pleased to join

forces with Stolt-Nielsen.  We are enthusiastic about the VLGC sector and fully

support the business and growth plans of Avance Gas."

Contacts:

Jan Chr. Engelhardtsen

Chief Financial Officer

UK +44 (0) 20 7611 8972

j.engelhardtsen@stolt.com

Jens F. Grüner-Hegge

V.P. Corporate Finance

UK +44 (0) 20 7611 8985

j.gruner-hegge@stolt.com

About Stolt-Nielsen Limited

Stolt-Nielsen Limited (SNL or the "Company") is a leading global provider of

integrated transportation solutions for bulk liquid chemicals, edible oils,

acids, and other specialty liquids through its three largest business divisions,

Stolt Tankers, Stolthaven Terminals and Stolt Tank Containers.  Stolt Sea Farm

produces and markets high quality turbot, sole, sturgeon, and caviar.  Stolt-

Nielsen Gas transports liquefied petroleum gas (LPG) with its fleet of very

large gas carriers (VLGCs).  Stolt-Nielsen Limited is listed on the Oslo Stock

Exchange.

Forward-Looking Statements

This press release contains "forward-looking statements" based on information

available to the Company on the date hereof, and the Company assumes no

obligation to update any such forward-looking statement.  These statements may

be identified by the use of words like "anticipate," "believe," "estimate,"

"expect," "intend," "may," "plan," "project," "will," "should," "seek," and

similar expressions.  The forward-looking statements reflect the Company's

current views and assumptions and are subject to risks and uncertainties.  The

Company does not represent or warrant that the Company's actual future results,

performance or achievements will be as discussed in the those statements, and

assumes no obligation to, and does not intend to, update any of those forward-

looking statements other than as may be required by applicable law.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1463980]