Grupo de Inversiones Suramericana S.A. ("Grupo SURA") hereby announces that today, an amendment to the Framework Agreement signed on June 15, 2023 (the "Agreements") 1 regarding the exchange of Grupo Nutresa shares (the "Transaction") was signed, as authorized by its Board of Directors on September 15, 2023 and announced to the market on that date, this in order to implement certain amendments to these Agreements.
These amendments shall make it possible to move forward that much more expeditiously with fulfilling the objectives of these Agreements while advancing towards the new ownership structure resulting from the Transaction. The most relevant changes to the structuring of this Transaction are as follows:
- The parties shall carry out a direct exchange of shares, which will take place at two points in time and will replace the Stand-Alone Trust mechanism initially planned in the Agreements:
- The first, once the Grupo Nutresa spin-off is completed, whereupon Grupo SURA and Grupo Argos ("Argos") shall deliver approximately 45.5% of the shares held in Nutresa (after the spin-off is carried out, hereinafter "Nutresa"), to NUGIL, (“Nugil”), JGDB Holding S.A.S. (“JGDB”) and IHC Capital Holding LLC (“IHC”).
- As a result, NUGIL, JGDB and IHC shall then hold a 76.9% stake in Nutresa.
- In turn, NUGIL, JGDB and IHC shall deliver to Grupo SURA and Argos the shares held in Grupo SURA as well as in the Company, Sociedad Portafolio S.A. 2 in an equivalent percentage as agreed in the exchange terms stipulated in the Agreements.
- The second exchange of shares shall occur after the Tender Offer for Nutresa shares is completed, as detailed below:
- Amendments to the Agreements in connection with the Tender Offer:
- The Tender Offer that, according to the Agreements, was to be launched by Grupo SURA and Argos for 23.1% of the Nutresa shares shall effectively be launched, for the same 23.1% stake, jointly but not severally by Grupo SURA and Argos with an entity to be designated by IHC (the "IHC Vehicle").
- The obligation on the part of Grupo SURA and Argos to deliver 10.1% of the Nutresa shares to JGDB, NUGIL and IHC, as agreed in the Agreements, may be fulfilled by paying for these in cash at a rate of USD12.
- Should the percentage of acceptances obtained through the Tender Offer exceed the aforementioned 10.1% stake in Nutresa, the shares exceeding this percentage shall be acquired directly by IHC, at a price of USD 12 3 as defined in the Agreements.
- All other terms and conditions of the initial Tender Offer shall remain unchanged.
With the signing of this Addendum, we shall continue with the other stages of this Transaction including applying for the corresponding regulatory approvals.
For more detailed information regarding the effects and results of these Agreements please visit www.gruposura.com.co
2 This company corresponds to what was previously referred to as Nueva Sociedad Portafolio. It is the company that is created after the spin-off of Nutresa and that will hold the shares of Grupo SURA and Argos that are currently owned by Nutresa.
3 Paid in pesos at the Market Exchange Rate applicable on the date on which the Tender Offer is completed.