Delisting of shares in Nutreco on 17 April 2015

Alleen voor leden beschikbaar, wordt daarom gratis lid!

Overig advies 19/03/2015 07:34
This is a joint press release by Nutreco N.V. and SHV Investments Ltd. pursuant to the provisions of section 5:25i paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and section 17 paragraph 1 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the recommended public offer by SHV Investments Ltd. for all the issued and outstanding ordinary shares in the capital of Nutreco N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Nutreco N.V. Any offer will be made only by means of the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada and Japan. Terms not defined in this press release will have the meaning as set forth in the offer memorandum dated 5 December 2014.

Amersfoort/Utrecht, the Netherlands, 18 March 2015 - Nutreco N.V. ("Nutreco") and SHV Investments Ltd. (the "Offeror"), an indirect wholly owned subsidiary of SHV Holdings N.V. ("SHV"), jointly announce that, considering that the Offeror has acquired more than 95% of the issued and outstanding share capital of Nutreco, Nutreco and the Offeror have requested Euronext Amsterdam N.V. ("Euronext Amsterdam") to co-operate with the delisting of the Shares from Euronext in Amsterdam ("Euronext") and that today Euronext Amsterdam has confirmed to Nutreco and the Offeror that it will give its consent to such request.

Delisting

Delisting will take place on 17 April 2015 and the last day that the Shares can be traded on Euronext will therefore be 16 April 2015.

Post-Closing Acceptance Period

With reference to the joint press release dated 11 March 2015, Shareholders who have not yet tendered their Shares under the Offer have the opportunity to tender their Shares during the Post-Closing Acceptance Period (na-aanmeldingstermijn) which commenced at 09.00 hours, CET, on 12 March 2015 and which will expire at 17:40 hours, CET, on 25 March 2015. Shareholders can tender their Shares during the Post-Closing Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum and the Offeror's press release dated 30 January 2015.

Shareholders who tender their Shares during the Post-Closing Acceptance Period will not have the right to withdraw such tendered Shares.

The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with section 17, paragraph 4 of the Decree ultimately on the third (3rd) Business Day following the last day of the Post-Closing Acceptance Period.

The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during such Post-Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth (5th) Business Day following the day on which such Shares were tendered.

Further consequences of the Offer

The Offeror intends to initiate a squeeze-out procedure in an expeditious manner. Reference is made to paragraph 6.13(a) (Compulsory acquisition procedure) of the Offer Memorandum.

The acquisition of Shares by the Offeror, including pursuant to the Offer, amongst other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.

The remaining Shareholders who do not wish to tender their Shares in the Post-Closing Acceptance Period should carefully review paragraph 6.12 (Consequences of the Offer) and paragraph 6.13 (Post-Closing Restructuring) of the Offer Memorandum, which describes certain implications to which they may become subject with their continued shareholding in Nutreco.

Announcements

Any further announcements in relation to the Offer will be issued by press release. Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum. The information in this announcement is not complete and additional information is contained in the Offer Memorandum.

A digital copy of the Offer Memorandum is available on the websites of Nutreco (www.nutreco.com) and SHV (www.shv.nl). Copies of the Offer Memorandum are also available free of charge at the offices of Nutreco, SHV and the Paying and Exchange Agent, who distributes the Offer Memorandum on behalf of the Offeror, at the addresses mentioned below. The SHV and Nutreco websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum.

The Paying and Exchange Agent




Beperkte weergave !
Leden hebben toegang tot meer informatie! Omdat u nog geen lid bent of niet staat ingelogd, ziet u nu een beperktere pagina. Wordt daarom GRATIS Lid of login met uw wachtwoord


Copyrights © 2000 by XEA.nl all rights reserved
Niets mag zonder toestemming van de redactie worden gekopieerd, linken naar deze pagina is wel toegestaan.


Copyrights © DEBELEGGERSADVISEUR.NL