Authorization from the Colombian Superintendency of Finance for a partial spin-off by absorption between Grupo SURA, Grupo Argos and Cementos Argos

Relevant information

Grupo de Inversiones Suramericana S.A. (hereinafter "Grupo SURA" or the "Company"), hereby announces that today it was notified of an authorization granted by the Colombian Superintendency of Finance ("SFC" in Spanish) to implement a Partial Spin-Off by Absorption as described in the Proposed Partial Spin-Off (the "Spin-Off Proposal") between Grupo SURA, Grupo Argos S. A. ("Grupo Argos" or the "Company") and Cementos Argos S.A. ("Cementos"), which had already been approved by the shareholders and bondholders of all three (3) participating companies (the "Spin-Offs") at their respective meetings in March [1].

Having obtained due authorization from the Colombian Superintendency of Finance the implementation stage of these Spin-Offs shall take place, which shall take approximately one (1) month and will be carried out in two consecutive stages, as follows:

  • The spin-off of Cementos in favor of Grupo SURA.
  • The spin-off of Grupo Argos in favor of Grupo SURA together with the spin-off of Grupo SURA in favor of Grupo Argos, substantially in a simultaneous manner.

As these main activities progress, as required in the two implementation stages, the market shall be informed of their completion, including:

  • With regard to the first stage:
    • The granting of the public deed corresponding to the Cementos Spin-Off and its filing with the Chamber of Commerce.
    • The accounting entry and termination of the Cementos Spin-Off.
  • With regard to the second stage:
    • Suspending the exchange and non-exchange trading of Grupo Sura´s ordinary and preferred shares which is estimated to take place as of July 21[2].
    • Determining the definitive distribution ratios[3] to be applied in the Sura Spin-Off and the Argos Spin-Off, as relates to the number of shares to be issued to the shareholders of both companies.
    • The granting of the public deeds corresponding to the Sura Spin-Off and the Argos Spin-Off and their corresponding filing with the Chamber of Commerce.
    • The accounting entry of the Sura Spin-Off and the Argos Spin-Off, as well as the completion of the Spin-Offs.

 

The completion of this activity shall be announced using the “Relevant Information” channel

The implementation of this operation does not require any particular action on the part of the Company's shareholders. Each of the details of these transactions, the corresponding stages, as well as the terms and conditions set forth in the Proposed Spin-Off, can be found here.  

With the approval granted by the Colombian Superintendency of Finance  today and once the Spin-Offs are implemented, Grupo SURA shall be able to consolidate its investment portfolio in leading companies that specialize in Financial Services.

 

[1] Capitalized terms and terms in quotation marks shall have the meaning assigned to them in the "Proposed Spin-Off “ as published on the Company’s website
[2] Date subject to how the implementation process progresses.
[3] The definitive Distribution Ratio shall not be less than those indicated in the Proposed Spin-Off.