Grupo Argos and Grupo Sura announced this Friday before the general meeting of Grupo Nutresa that they will make a proposal Changes in the framework agreement signed with the Gilinski Group for the exchange of shares in Nutresa.
According to Sura Group The originally planned autonomous equity mechanism will no longer be implemented in the agreements with the Gilinski Group, but it will be a direct share swap that will take place in two moments.
The first moment will occur whenor the demerger of Grupo Nutresa will be completed with the approval of the general meeting on Monday. From there Grupo Sura and Grupo Argos They will deliver approximately 45.5% of Nutresa shares to Nugil, Jgdb and IHC Companies controlled by the Gilinski Group.
From this moment on, the Gilinskis will own a 76.9% stake in Nutresa. In return, Gilinski’s companies Sura and Argos will deliver shares in Grupo Sura and Sociedad Portafolio SA in a corresponding percentage to the exchange terms already agreed in the agreements.
The second share swap, as explained by Sura Group, This will happen after the completion of the public takeover offer (OPA) for Nutresa shares.
There were also important changes in the details of the takeover offer. In the agreements agreed between GEA and Glinski in June Argos and Sura had to launch the takeover bid for 23.1% of Nutresa shares. According to today’s information from Sura’s board of directors This percentage is maintained, but also includes the Arab company IHC or a company designated by it.
Aside from that, the commitment of Grupo Sura and Grupo Argos to deliver 10.1% of the shares of Nutresa to the companies controlled by Gilinski (Jgdb, Nugil and IHC) agreed in the June agreement, Payment is no longer necessarily made in Nutresa shares, but can also be paid in cash, which costs $12 per share.
Payment may be made in shares or a combination of both if acceptance in shares does not reach 10.1%.
This was also explained in detail If the acceptance percentage of the takeover offer exceeds the 10.1% holding of Nutresa shares, the shares in excess of this percentage will be acquired directly by IHC at the price set forth in the Agreements of $12.
“The changes described here will allow for more rapid progress in achieving the objectives of the agreements and will result in a new ownership structure resulting from the operation, such that Nugil, Jgdb and IHC will become, and will not be retained, the majority and controlling shareholders of Nutresa “Shares in Grupo Sura or in Sociedad Portafolio SA, the result of the spin-off of Nutresa,” says the statement from the Sura board.
