Framework agreement for the exchange of shares

Here you will find the Company's official information associated with the signing and implementation of the Framework Agreement signed on June 15, 2023 and the addendum signed on December 11, 2023, which amends the Agreement to comply more quickly and efficiently with the exchange of Grupo Nutresa shares.

Execution of the Framework Agreement is completed

On April 25, 2024, the second stage of the share swap ended thereby finalizing the execution of the Framework Agreement signed in June 2023. As a result, Grupo SURA and Grupo Argos ceased to be shareholders of Grupo Nutresa, and JGDB, Nugil and IHC ceased to be shareholders of Grupo SURA.

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Tender offer for Grupo Nutresa shares

As part of the execution of the Framework Agreement entered into by the Company, on March 9, 2024, a several (but not joint and several) tender offer for 23.1% of the outstanding common shares of Grupo Nutresa was launched by Grupo de Inversiones Suramericana S.A., Grupo Argos S.A., Graystone Holdings S.A., JGDB Holding S.A.S., and Nugil S.A.S.

Learn more about the tender offer:

Memorandum of the Tender Offer
Exhibits of the Memorandum of the Tender Offer

A shareholder of Grupo Nutresa S.A. who is, or is acting on behalf of any person who is a U.S. Person (as such term is defined in Rule 902 under the U.S. Securities Act of 1933, as amended), including any person with a registered address in, or who is resident or located in, or who is organized under the laws of, the United States (a “U.S. Person”) must refer to the following documents: United States Supplement to the Memorandum of the Tender Offer for Grupo Nutresa S.A.

U.S. Persons accepting the Offer may only receive the Cash Payment.  Accordingly, if you accept the Offer, you will receive the Cash Payment. Please refer to the “United States Supplement to the Memorandum of the Tender Offer for Grupo Nutresa S.A.” and carefully consider sections 4.2 y 4.5.

Knows the steps to be followed in the implementation of the Framework Agreement, taking into account the modifications subscribed in the additional agreement

 

With the tender offer for Nutresa shares, Grupo SURA moves forward with implementing the Framework Agreement

The Board of Directors considers that this decision benefits hot only Grupo SURA but all of its shareholders, as it is made on fair exchange terms, enables the Company’s progress by focusing its investment portfolio on financial services and furthers develops its ownership structure.

Relevant Information June 29, 2023.

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Timeline

May 24, 2023

The Board of Directors approves the signing of a Memorandum of Understanding (MOU).

May 25, 2023

Trades of the Company's shares are suspended on the Colombian Stock Market.

June 15, 2023

The Framework Agreement is signed laying out the transactions to be carried out in compliance with the MOU.

June 18, 2023

Trades of the Company's shares resume on the Colombian Stock Market.

June 22, 2023

A Shareholders' Meeting addresses conflicts of interest and authorizes the Framework Agreement signing.

June 29, 2023

The Board of Directors gives its approval to go ahead with the execution of the Framework Agreement.

August 16, 2023

Grupo Nutresa S.A. calls for an Extraordinary Shareholders' Meeting to be held on September 18, 2023.

September 15, 2023

The Board of Directors authorizes certain changes to be implemented that will speed up the execution of the Framework Agreement.

November 24, 2023

The General Assembly of Shareholders authorizes changes in the use and creation of the Company's reserves and gives the green light to repurchasing its own shares in order to comply with the provisions of this Agreement

December 11, 2023

Grupo SURA signs an amendment to the Framework Agreement to speed up the exchange of shares, as authorized by the Board of Directors and duly announced in September.

December 14, 2023

Grupo Nutresa filed with the Medellín Chamber of Commerce a public deed drawing up and legalizing the spin-off into two companies: Sociedad Portafolio and Nutresa.

January 09, 2024

As of Tuesday, January 9, shares in Sociedad Portafolio, resulting from the spin-off from Grupo Nutresa, began trading on the Colombian Stock Exchange (Bolsa de Valores de Colombia).

January 30, 2024

The Colombian Ministry of Finance issued Decree 0079 of 2024, which establishes the legal conditions for share swaps and guarantees equal treatment to minority shareholders.

February 05, 2024

Grupo SURA signed a third addendum to the Framework Agreement in order to include JGDB and Nugil as bidders in the tender offer for shares in Nutresa.

February 6, 2024

The first exchange of shares took place, in which Grupo SURA and Grupo Argos delivered their shares in Nutresa and received in exchange their own shares and those of Sociedad Portafolio.

March 09, 2024

Grupo SURA launched jointly (not severally) with Grupo Argos, JGDB Holding, Nugil and Graystone Holdings (the entity delegated by IHC) a tender offer for up to 23.10% of Grupo Nutresa's shares.

April 12, 2024

This tender offer for up to 23.1% of Grupo Nutresa’s shares was duly completed and settled. 1,583 acceptances were received for 102,914,771 ordinary shares in this food company, 22.6% of its total outstanding shares.

April 25, 2024

The second stage of the share swap ended thereby finalizing the execution of the Framework Agreement. Consequently, Grupo SURA and Grupo Argos cease to be shareholders of Grupo Nutresa, while JGDB, Nugil and IHC cease to be shareholders of Grupo SURA.

This agreement was executed within the framework of the Company's principles and as part of its strategy as an investment manager to focus on the financial sector; this in order to ensure the Company’s ongoing sustainable profitability by integrating the creation of economic value with a more harmonious level of development for society.