Avignon, 2nd November 2011 - Naturex, world leader in specialty plant-based ingredients, announces the end of the concert between J. DIKANSKY/SGD and NATRA Group, and the completion of all outstanding points with Natraceutical.
End of the concert between Mr J. DIKANSKY/SGD and NATRA Group in the frame of the Shareholders Agreement
On 28 October 2011, SGD, reference shareholder of Naturex S.A, purchased from Natraceutical, 400,000 Naturex shares for a price 50.40 euros per share.
According to this transaction, the parties observed that NATRA Group owned less than 5% of the voting rights of the Company.
This threshold crossing down triggers automatic termination with immediate effect of the Shareholders Agreement concluded between the parties on 30 December 2009.
As a consequence, the parties have decided to end the concert existing between them since 30 December 2009.
The ownership structure of Naturex will then consist of 7,705,580 shares representing 6,404,913 gross voting rights, with the following breakdown:
|% capital||% Voting rights|
|Concert J. DIKANSKY/SGD||1,618,305||-||21.00%||25.27%|
Completion of all outstanding issues between Naturex and Natraceutical
Simultaneously with this shares purchase transaction, the parties settled the following outstanding issues:Pursuant to the Master Agreement dated 30 September 2009, the parties have set out the terms and conditions of a potential variable payment for the contribution of the Ingredients Division by Natraceutical to Naturex. An amount of 8 million euros has been transferred to an escrow account for this purpose on 30 December 2009.
After the revisions carried out by the auditors of each party, it appears that no positive final adjustment is applicable. Therefore, on 28 October 2011, the parties have agreed that the full amount of the escrow account is released to the sole benefit of Naturex. Both parties have waived any additional payment regarding this transaction without prejudice of the warranties given by each of them according to the Master Agreement date 30 September 2009. In addition to this agreement, the parties have decided to formalize the acquisition of the land and buildings of the production plant located in Valencia (Spain) owned by Natraceutical Industrial, which Naturex has been leasing since the acquisition of Natraceutical's Ingredients Division.
These assets amount to 8.5 million euros, payable on 30 June 2017. This deal is subject to the completion of various conditions and closing is expected before 31 December 2011.
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|- Actionaria tradeshow (Paris)||18-19 November 2011|
|- Consolidated results 3rd quarter 2011||30 November 2011|
Naturex has been listed since October 1996 on NYSE Euronext Paris, Compartment B (MidCaps)
|Number of shares comprising the capital: 7,705,580
6,318,272 ordinary shares (ISIN FR0000054694)
1,387,308 preferred shares (ISIN FR0010833251)
Naturex is a component of the CAC Small and Gaïa indexes.
Naturex is eligible for "long only" Deferred Settlement Service (SRD).
TICKER: NRX - Reuters : NATU.PA - Bloomberg : NRX:FP
NATUREX is the global leader in specialty plant-based natural ingredients.
The Group is organised around three strategic markets (food & beverage, nutrition & health and personal care) and produces and markets specialty plant-based ingredients for the food, nutraceutical, pharmaceutical and cosmetic industries.
NATUREX's head office is based in Avignon. The company employs more than 1,000 people with high-performance manufacturing operations across 13 sites in Europe (France, Italy, Spain, the United Kingdom and Switzerland), as well as in Morocco, the United States, Brazil and Australia. It also has a global presence through a dedicated network of sales offices in 18 countries (France, Italy, Spain, the United Kingdom, Belgium, Germany, Russia, U.A.E., Thailand, Singapore, Japan, China, Korea, Australia, the United States, Canada, Brazil and Mexico).
NATUREX's development is supported by positive underlying trends linked to a fast-growing demand for natural products and its capacity to provide manufacturers customised solutions to meet the requirements of their end consumers. The Group's strength lies in its positioning with specific products which constitute niche markets, supported by strong sourcing capacity and sustained research & development.Contacts
President and Chief Executive Officer
Tel.: +33 (0)4 90 23 96 89
Tel.: +33 (0)4 90 23 78 28
Vice-President and Chief Executive Officer
Tel.: +33 (0)4 90 23 96 89
Anne Catherine Bonjour
Actus Finance Press Relations
Tel.: +33 (0)1 53 67 36 93
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