Avignon, 29 July 2011 - SGD, reference shareholder of NATUREX S.A., announces the entry into its capital of FINASUCRE (Société Financière des Sucres).
Within the framework of an initial capital increase, FINASUCRE has acquired 25.8% of the capital and voting rights of SGD.
This transaction was authorised by the administrative bodies of SGD and a memorandum of understanding was signed on 29 July 2011.
This was preceded by:
- the exiting of EDRIP (Edmond de Rothschild Investment Partners) from the capital of SGD by purchasing its SGD shares in exchange in particular for 250,000 NATUREX shares representing 3.90% of the capital and 4.89% of the voting rights of NATUREX. Up until then, EDRIP had held 30.2% of the capital of SGD since March 2009 through the Winch Capital and Winch Private Capital funds.
EDRIP will act alone and with full independence in the management of its investment in NATUREX.
- the transformation of SGD into a partnership limited by shares, of which Jacques Dikansky is the manager and the general partner, through the SARL JDK.
Consequently, the shareholding structure of SGD after the initial acquisition by FINASUCRE is as follows:
|Shareholders||Number of shares||Breakdown of capital and voting rights|
In the upcoming months, FINASUCRE will increase its holdings in ordinary shares and in preferred shares without voting rights up to 58.15% of the capital and 39.39% of the voting rights of SGD SCA, with Jacques Dikansky alone retaining control of SGD.
FINASUCRE is a FINANCIAL investor and as such does not intend to take part in the management of SGD. Jacques Dikansky, as the legal representative of the manager-general partner of SGD will alone exercise the voting rights of NATUREX that are attached to shares held by SGD SCA.
The shareholders' agreement signed on 30 December 2009 between the SGD group and the NATRACEUTICAL group remains unchanged and the predominance of Jacques Dikansky1, directly and indirectly through the intermediary of SGD SCA, within the concert between the SGD group and the NATRACEUTICAL group is not affected.
The "DIKANSKY-NATRACEUTICAL" concert now represents 43.48% of the capital and 27.44% of the voting rights of NATUREX. Jacques Dikansky, directly and indirectly through the intermediary of the SGD partnership limited by shares, holds 12.35% of the capital and 15.48% of the voting rights of NATUREX and the NATRACEUTICAL group holds 31.13% of the capital and 11.96% of the voting rights of NATUREX.
Jacques Dikansky, President and ceo and founder of Naturex, is pleased with this transaction and declares: "This transaction allows SGD to strengthen its financial structure and provides it with the means to accompany NATUREX in its future developments."
- SGD is a partnership limited by shares of which Jacques Dikansky is the manager and the general partner through the SARL JDK.
SGD holds 12.1% of the capital and 15.2% of the voting rights of NATUREX.
Within NATUREX, there is a joint action between Jacques Dikansky and the NATRA/NATRACEUTICAL group within the framework of the shareholders' agreement signed in December 2009.
- FINASUCRE is a family holding specialised in the production of sugar, lactic acid and the derivatives of these products in diverse countries. It also operates farmland and intervenes in various sectors in real estate. It employs about 3,300 people around the world; its revenue at 31 March 2011 was 372 million Euros (internet website http://www.finasucre.com ).
- NATUREX is the world leader in specialty plant-based ingredients.
The Group, organised around three strategic markets - Food & Beverage, Nutrition & Health and Personal Care -, produces and markets specialty plant-based ingredients for the food, nutraceutical, pharmaceutical and cosmetics industries.
Naturex's head office is based in Avignon. Naturex employs 950 people and has high-performance industrial resources across its 11 industrial sites in Europe (France, Italy, Spain, United Kingdom and Switzerland), in Morocco, the United States, Brazil and Australia. The company draws on its worldwide sales presence through a fully dedicated sales network in 19 countries (France, Italy, Spain, United Kingdom, Belgium, Germany, Switzerland, Russia, U.A.E., Thailand, Singapore, Japan, China, Korea, Australia, United States, Canada, Brazil and Mexico).
Naturex enjoys the highly favourable underlying trend linked to increasing demand for natural-origin products and provides manufacturers with personalised solutions in order to meet the expectations of the end consumers. The Group's strength lies in its positioning on specific products which constitute niche markets, thanks to strong sourcing capacity and sustained Research & Development.
You can receive all of NATUREX's financial information free of charge by signing up on: www.naturex.com
Naturex has been listed since October 1996 on NYSE Euronext in Paris, compartment B
Number of shares comprising the capital: 6,410,931
- 5,026,359 ordinary shares (ISIN FR0000054694)
- 1,384,572 preferred shares (ISIN FR0010833251)
Naturex is part of the CAC Small and Gaïa Indexes.
Naturex is eligible for "long only" Deferred Settlement Service (SRD).
MNEMO: NRX - Reuters: NATU.PA - Bloomberg: NRX: FP
President and Chief Executive Officer
Tel.: +33 (0)4 90 23 96 89
Tel.: +33 (0)4 90 23 96 89
Tel.: +33 (0)4 90 23 78 28
|Anne Catherine Bonjour
Actus Finance Press Relations
Tel.: +33 (0)1 53 67 36 93
1 Cf. in particular the AMF decision 209C1414 of 20 November 2009.