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.
Paris, France / Victoria, British Columbia, Canada / Rotterdam, the Netherlands - 4 April 2018.
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.
Acceptance
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
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.
Delisting
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.
Please open the link below for the press release:
