4 April 2018
This is a joint press release by Refresco Group N.V. ("Refresco" or the "Company") and PAI Partners SAS ("PAI") and Cubalibre Holdings Inc., being part of a group led by the British Columbia Investment Management Corporation ("bcIMC"), acting jointly through Sunshine Investments B.V. (the "Offeror"), pursuant to Section 4, paragraph 3 and Section 17, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Refresco (the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Refresco. An offer is made solely pursuant to the offer memorandum, dated 22 January 2018 (the "Offer Memorandum"), approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, “AFM”). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Reference is made to the joint press release dated 20 March 2018 on the results of the offer period and in which the recommended public offer by the Offeror for all the issued and outstanding ordinary shares of Refresco at an offer price of EUR 20 (cum dividend) in cash per Share (“the Offer”) was declared unconditional and the post acceptance period (na-aanmeldingstermijn) relating to the Offer was announced.
The Offeror and Refresco jointly announce that during the post acceptance period, which expired on 3 April 2018 at 17:40 hours CET, 1,616,157 Shares were tendered for acceptance at an offer price of EUR 20 (cum dividend) in cash per Share (the “Offer Price”), representing approximately 2,0% of all Shares and an aggregate value of approximately EUR 32,323,140.
Together with the 79,039,776 Shares that were already held by the Offeror following settlement of the Shares tendered during the offer period, the Offeror will hold 80,655,933 Shares, representing approximately 99.4% of all the Company’s issues and outstanding share capital (geplaatste kapitaal).
Settlement of the Shares tendered during the post acceptance period shall occur and payment of the Offer Price per validly tendered Share shall be made on 9 April 2018.
As the Offeror holds more than 95% of the Company’s issues and outstanding share capital (geplaatste kapitaal), the Offeror and Refresco have requested Euronext Amsterdam N.V. (“Euronext Amsterdam”) to terminate listing of the Shares on Euronext in Amsterdam (“Euronext”). Euronext Amsterdam has confirmed to the Offeror and Refresco that it has given its consent to such request.
Delisting will take place on 26 April 2018 and the last day that the Shares can be traded on Euronext will therefore be 25 April 2018.
In addition and as previously announced by the Offeror, the Offeror intends to commence a compulsory acquisition procedure in accordance with article 2:92a or 2:201a of the Dutch Civil Code (the “DCC”) or the takeover buy-out procedure in accordance with article 2:359c of the DCC to buy out the shareholders of the Company who have not tendered their Shares under the Offer.
The Company has agreed to provide the Offeror with any assistance as may be reasonably required in connection with such procedures, including, if needed, joining such proceedings as co-claimant.
Announcements in relation to the Offer will be issued by press release and will be made available on the Company's website at www.refresco.com (investors section) as well as on the website of PAI at www.paipartners.com (media section) and the bcIMC group at https://www.bci.ca/publications/media/ on behalf of the Offeror. Subject to any applicable legal requirements and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum and the Position Statement are available on the Company’s website at www.refresco.com (investors section) as well as on the website of PAI at www.paipartners.com (media section) and the bcIMC group at https://www.bci.ca/publications/media/ on behalf of the Offeror.