Grupo de Inversiones Suramericana S.A. (Grupo SURA) hereby informs the market of the following:
- Today Grupo Sura received notification from the 10th Civil Court of the Oral Circuit of Medellín regarding the ruling issued on November 16, which ordered precautionary measures to be taken as part of a class action filed by Diego Patiño Moreno against María Ximena Lombana Villalba, Ángela María Tafur Domínguez and Andrés Bernal Correa.
- This ruling provides as follows:
"In the case sub judice it is necessary to analyze the meaning, content and scope of the aforementioned provision 144 of the CPACA, given that the measure requested consists of public authorities and individuals exercising public functions adopting preventive measures which seems to be related to adopting "necessary measures to protect the right or collective interest threatened or violated", rather than with the need to "prevent an imminent damage or to stop the damage that has been caused", that is to say, in the present case, a preliminary analysis would lead to the conclusion that before resorting to a class action, the above mentioned requirement of admissibility must be exhausted.
However, after analyzing the context of the claim, it is possible to argue that there is a situation of imminent risk for the collective rights whose protection is sought, reason for which the procedural requirement can be excluded and the source of the measure being claimed can be analyzed, which is anticipated to be viable, since there is an appearance of good faith and that a decision made by a board, initially made up of seven members, being approved by three of these does not seem regular, within everyday limits and well-organized; furthermore, according to the facts of the aforementioned claim, from November 3 to 18, 2022, the tender offer made by IHC Capital Holding LLC, for shares in Grupo Nutresa S. A., is currently underway and we are just a few hours away from completing the acquisition process and generating a series of business rights that may eventually conflict with the collective rights mentioned in the introductory paragraph.
On the other hand, the requested measure is focused on the legal obligations of the authorities therein involved, which evidences its necessity and proportionality, especially since it does not seek to invalidate or prevent the processing of the tender offer and, for that reason, there would be no possibility of generating the so-called economic panic, or stock price fluctuations or instability on the markets, and finally, it seeks to prevent possible specific economic damage, with probable collective implications.
Consequently, the following precautionary measure is decreed:
The Company Grupo de Inversiones Suramericana S.A., the Colombian Superintendency of Companies, the Colombian Superintendency of Finance and the Chambers of Commerce of Medellin for Antioquia and Bogota are hereby notified to refrain from processing or managing any act or decision that does not comply with the applicable legal and statutory regulations regarding the decisions of the Board of Directors of Grupo Sura. The respective communications are ordered to be issued."
- Furthermore, the fifth paragraph of the aforementioned ruling establishes the following:
"FIVE. The community is to be informed either through the media or any other effective means regarding the admission of the current class action and the possibility that these persons have to assert their collective interests; consequently, in accordance with the provisions of the final paragraph of Art. 21 of Law 472 of 1998. The Coordinator of Administrative Services of the Sectional Council of the Judiciary is hereby notified, in order to issue the corresponding publication in a widely-circulating nationwide means of communication and in this way notify the affected persons of the financial system".
- Grupo SURA was linked to this process, together with other legal entities, but is not a defendant.
- Grupo SURA shall keep the market informed of new decisions adopted in the aforementioned process.