- NOVAAGRO gains control over AgroGeneration
- AgroGeneration's governance has been changed
Paris, October 31st, 2024
NOVAAGRO takes control of AgroGeneration
AgroGeneration announces that, following receipt of customary regulatory approvals, NOVAAGRO Ukraine LLC ("NOVAAGRO"), a Ukrainian agro-industrial group of companies that operates in several areas: production and export of sunflower oil and wheat flour, poultry farming, transport and storage of grains and oilseeds, has completed the off-market acquisition from Konkur Investments Limited ("Konkur") of a total of 126,084,106 shares representing 56.90% of AgroGeneration's share capital and voting rights, for a price of USD 0.036 per share (or € 0.033 per share based on today's exchange rate). The transfer of shares was executed on October 30th, 2024.
Modification of AgroGeneration Governance
Following the deal completion, on October 30th, 2024 the composition of AgroGeneration's Board of Directors, has been modified to take into account its new shareholding structure. Following the appointment (co-optation) of the three new Board members, two executive directors, representing NOVAAGRO, Mr. Sergiy Polumysnyi and Mr. Volodymyr Krasovskyi, and one non-executive director, Mr. Victor Shkarban, all previous Board members, incl, Mr. Michael Bleyzer, Mr. Lev Bleyzer, Mr. Valeriy Dema, Mr. Neal Sigda, Mr. John Shmorhun, and Mr. Guillaume James resigned from their mandates as directors. Mr. Victor Shkarban has been appointed as the Chairman of AgroGeneration's Board of Directors, succeeding Mr. Michael Bleyzer. These co-optations, with immediate effect, will be submitted for approval to the next shareholders' annual general meeting of AgroGeneration.
The new Board of Directors of AgroGeneration has appointed Mrs. Olga Shantyr as the Chief Executive Officer ("CEO"), effective immediately, to succeed the resigning CEO Mr. Sergiy Bulavin. Mrs. Shantyr has extensive experience with AgroGeneration, having worked with the company for many years, and possesses a deep understanding of the Group's operations.
Next steps
Pursuant to the General Regulations of the French Financial Markets Authority (the Autorité des Marchés Financiers or "AMF"), specifically Title III of Book II and the provisions outlined in Articles 233-1, 2°, 234-2 and 235-2, NOVAAGRO is required to file with the AMF a draft simplified mandatory tender offer on the remaining shares of AgroGeneration not held by NOVAAGRO (excluding treasury shares) (the "Offer"). Due to the ongoing war and the various restrictions imposed by the Ukrainian government on financial transactions abroad, the new shareholder, NOVAAGRO, a private Ukrainian company, would encounter challenges in executing the Offer in accordance with the existing regulations. Consequently, NOVAAGRO is actively seeking an appropriate solution that will protect the rights of minority shareholders. These challenges are currently under discussion with the AMF.
The market will be updated on the progress on such discussions in a timely manner.
About NOVAAGRO
Founded in 200 9, t he Group of Companies NOVAAGRO is one of the leading agricultural companies in the Kharkiv region of Ukraine.
The Group has been professionally procuring agricultural products directly from producers, storing and processing them into high-quality food (flour, cereals and sunflower oil), animal, bird and fish feed, producing mineral fertilizers and fuel pellets, raising chickens and delivering agricultural products to the customers around the world.
About AGROGENERATION
Founded in 2007, AgroGeneration is a large-scale producer of grain and oilseed. The company's core business is grains and oil commodity crop farming, operating near 30,000 hectares of high quality agricultural lands in the East of Ukraine.
All information on AgroGeneration's website: www.AgroGeneration.com
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