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Greenyard NV Share Issue/Capital Change 2011

Oct 6, 2011

3957_iss_2011-10-06_0abffde3-295b-453c-945b-84f966ef4956.pdf

Share Issue/Capital Change

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Press release

Agri Investment Fund CVBA acquires participation of KBC Private Equity in listed food group PinguinLutosa

Agri Investment Fund CVBA, Gimv-XL and Food Invest International guarantee public capital increase of at least €44 million

Entry of Agri Investment Fund

PinguinLutosa is proud to announce the entry of Agri Investment Fund (AIF) as a shareholder of PinguinLutosa NV. AIF acquires the share package of KBC Private Equity, more specifically a package of 1,057,983 shares. With this package, AIF will also participate proportionally in the capital increase which was previously announced and which will take place in the autumn.

Hein Deprez of PinguinLutosa about this transaction: «With the entry of AIF, PinguinLutosa gets a shareholder with a long term vision and who will continue to build on the growth of our Group. AIF, as a strategic shareholder, will help us to ensure that the relation between farmers and our group can develop in the future in a sustainable, constructive and appropriate manner. We also like to thank KBC Private Equity for its constructive attitude and support during its shareholding."

Hendrik Soete, CEO of AIF, about this transaction: « With the acquisition of a participation in PinguinLutosa, AIF will contribute to further consolidation in the sector of vegetable and potato processing and this way will create a durable anchoring of a Flemish processing capacity. In this way AIF expands the outlets for farmers and growers through grouping of supply. Traditionally this is done through cooperatives. At PinguinLutosa this can be achieved through a vertically integrated approach with producer organizations. Both models offer opportunities for our agriculture and can coexist. AIF had been for many years a shareholder in Scana Noliko and has extensive expertise in the sector. The investment in PinguinLutosa strengthens Agri Investment Fund's position in the processing of agricultural products.

Capital increase of at least €44 million and maximum €48.06 million

PinguinLutosa will propose to the Extraordinary General Assembly to proceed to a public capital increase for a total amount of at least €44 million and maximum €48.06 million at a price of €9 per share. Per thirteen existing shares the shareholders will have a preferential right to subscribe at six new shares at €9 per share.

Given the changed circumstances in the financial markets it had now become unlikely that the entire capital increase of €44 million could be placed successfully at €11.67 per share (as was announced in March this year). To take into account this new situation and to ensure the success of the operation, it was decided to reduce the issue price to €9 per share and to offer the existing shareholders the opportunity to participate fully pro rata. The company has also obtained the guarantee from Food Invest International, Gimv-XL and AIF for the full capital increase of €44 million in case the existing shareholders would not exercise their rights fully. This will remove any uncertainty about the successful implementation of this operation.

Given the current uncertain market conditions this is a strong signal.

For additional information, please contact:

At PinguinLutosa:

M. Hein Deprez – CEO

Mobile : + 32 (0)475/41.11.58

[email protected]

At Agri Investment Fund:

Anne-Marie Vangeenberghe - Spokesperson Boerenbond Tel: +32(0)16/28.66.06 Mobile : +32(0)479/85.86.87

[email protected]

PinguinLutosa in a nutshell

PinguinLutosa (www.pinguinlutosa.com) is specialized in the development, production and sales of frozen products: vegetables, potato products (fries and specialities) and ready-to-use culinary preparations. Including the takeover of the deep-frozen vegetable activities of the French CECAB group (01-09-2011) and the takeover of Scana Noliko (01- 07-2011), the group will have 15 production sites in five different countries (Belgium, France, United Kingdom, Poland and Hungary) and 19 subsidiaries and sales offices on five continents.

In 2010 PinguinLutosa realised €483.6 million of sales. The group is entirely dedicated to all customer segmentations: food industry, catering as well as large and medium commercial outlets and fast food. The Group maintains its own R&D centre for product and process innovation.

Agri Investment Fund CVBA in a nutshell:

Agri Investment Fund CVBA (AIF) is an investment company, which is part of M.R.B.B., that invests in companies that contribute to the reinforcement of the competitiveness of agriculture and horticulture in Flanders.

AIF realises its mission by acting as an active industrial partner with a long-term vision in the agri-food sector. By including a directorship AIF will play an active role in the strategic decisions of the companies in which it participates. Besides PinguinLutosa, AIF also invested in the following companies: Iscal Sugar, the second largest processor of sugar beet in Belgium and Covalis, partly through its alliance with Viangros in Vivanda, a leader in the slaughtering, cutting and packaging for the consumer of both pork and beef. A strong and efficient processing capacity is a necessary condition for preserving a competitive agriculture market.