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Statement by the independent committee of Board of Directors of Agromino in relation to the public offer by Mabon

Опубликовано: Грудень 12, 2018 в 6:00 pm

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Категории: Press Releases,Uncategorized

This statement is made by the independent committee of the Board of Directors (the “Committee”) of Agromino A/S (the “Company” or “Agromino”) with regard to the mandatory bid (the “Offer” or the “mandatory offer”) launched by Mabon investiční fond s proměnným základním kapitálem a.s. (“Mabon” or the “Bidder”) in accordance with Chapter II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Background

On 26 November 2018 Mabon announced a mandatory public offer to the shareholders and warrantholders of Agromino. Mabon, owning 43.05 per cent of shares and voting rights in Agromino, offers cash consideration of SEK 17 for 1 share and SEK 0.0034 for 1 warrant. The total volume of the Offer for shares and warrants of Agromino not held by Mabon amounts approximately to SEK 169.3 million. The Offer is subject to a condition precedent of obtaining the relevant anti-competition clearances. The Offer document is expected to be published on 14 December 2018. The acceptance period for the Offer is expected to start on 17 December 2018 and end on 18 January 2019.

Related parties

Mr. Petr Krogman, the Chairman of the Board of Agromino, has also a controlling interest in Mabon and acts as the Statutory and Financial Director of Mabon. In light of this conflict of interest Mr. Krogman has not participated and will further not participate in the Agromino’s Board of Directors processing of, or resolutions concerning, the Offer. With a view to this conflict of interest, Agromino’s Board of Directors has established the Committee consisting of Jan Urban and Jiří Vyskočil for the purposes of evaluating the Offer. The Committee has appointed Jan Urban as its chairman. The aforesaid conflict of interest also means that the Offer is subject to the provisions of Chapter III of the Takeover Rules. According to these provisions, the Committee is, inter alia, obliged to obtain and make public a fairness opinion from an independent expert.

The Committee’s recommendation

In the assessment of the Offer, the Committee has taken into account a number of factors that the Committee has deemed relevant, including, but not limited to, Agromino’s present position, expected future development and potential, and related possibilities and risks.

The Committee notes that the price per share offered by Mabon corresponds to a premium of approximately 3 per cent compared with the volume-weighted closing price for the shares in Agromino on Nasdaq Stockholm, Small Cap, during the period between 1 October 2018 and 23 November 2018, i.e. during forty trading days immediately preceding the announcement of the Offer. The Committee further notes that the price per share in the Offer equals to the price per share paid by Mabon for the acquisitions of shares representing 18.1 per cent of the shares and votes in Agromino, which acquisition was concluded conditionally on 27 September 2018 with the conditions being fulfilled on 21 November 2018. In addition, the Committee has taken into account that following the aforesaid acquisition Mabon owns 43.05 per cent of the shares in Agromino.

As part of the Committee’s evaluation of the Offer, the Committee has engaged Mangold Fondkommission AB, Stockholm, to provide fairness opinion regarding the Offer. According to the fairness opinion provided by Mangold, attached to this press release, the Offer is considered fair to Agromino’s shareholders from financial point of view.

Based on the above the Committee is of unanimous opinion that the Offer of SEK 17 for 1 share and SEK 0.0034 for 1 warrant of Agromino is, from financial point of view, fair.

Under the Takeover Rules the Committee is also required to present its opinion of the affects the implementation of the Offer may have on Agromino, and especially its employees, and its view on Mabon’s strategic plans for Agromino and the impact these plans could be expected to have on the employees and on the locations where Agromino conducts its business. The Committee notes that in its press release from 26 November 2018 Mabon states that it does not foresee any material changes with regard to Agromino’s operational sites and its management and employees, including employment conditions. Considering that representatives of Mabon have knowledge of Agromino’s business, the Committee assumes that this statement is correct and has no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.

 

Fairness opinion

 

12 December 2018

Agromino A/S

The independent committee

 

Investor enquiries

Mr. Petr Toman, CEO of Agromino A/S Tel: +38 044 586 4445

e-mail: mail@agromino.com

About Agromino

We are farmers and agribusiness managers, with operations in Ukraine, Russia and Estonia. Agromino A/S shares are traded on the main market of Nasdaq Stockholm.
For subscription to Agromino A/S announcements please contact us: mail@agromino.com. If you do not want to receive Agromino A/S press releases automatically in the future, please send an e-mail to the following address: unsubscribe@agromino.com.
This information is information that Agromino A/S is obliged to make public pursuant to the EU Market Abuse Regulation, article 17. The information was submitted for publication, through the agency of the contact person set out above, at 18:00 CET on 12.12.2018.

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Trigon Agri A/S signs standby credit facility agreement with a group of its shareholders

Опубликовано: Січень 23, 2017 в 1:35 pm

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Категории: Press Releases,Uncategorized

Trigon Agri A/S (also the “Company”) hereby informs that on 23 January 2017 it has signed the standby credit facility agreement with a group of its shareholders.

Foreign currency transfer restrictions effective in Ukraine continue to hinder the ability of the Company to finance its overhead costs in Tallinn in the period from March to August 2017. Historically the expenditures for this period have been financed by the advance payments for the future rapeseed deliveries which entail a high degree of a commercial risk both associated with the volatility of the rapeseed market prices and uncertainties in the quantities of own produce of the Company.

Having analysed and considered different financing options, it has been decided to secure the availability of financing (unless alternative financing is obtained) by signing the standby credit facility agreement with several shareholders of Trigon Agri A/S, holding as a group a total of approximately 23.85% of the total outstanding shares. Such group of shareholders is led by Johannes Bertorp, the Chairman of the Board of Directors of Trigon Agri A/S and a major shareholder, holding 6.85% of the total outstanding shares in the Company.

The repayment of the credit will be effected during the harvest period 2017 following the planned receipt of the proceeds from commissioning of the 2017 crop export transactions.

The standby credit facility agreement (the “Agreement”) has a maximum limit of SEK 20,000,000 (twenty million Swedish kroners), which can be drawn at any time during the period 23 January 2017 – 31 December 2017.

The Agreement has been signed with the company Maderna Corporate Services AB (Swedish reg.no. 556761-7070, legally and beneficially owned by Johannes Bertorp), acting both as a creditor to Trigon Agri A/S under the Agreement and as an agent for the benefit of other creditors under the Agreement (who have provided firm commitments to contribute to the credit facility in the event of a draw down).

The key terms of the standby credit facility agreement are provided below:

Standby credit amount* SEK 20,000,000
Annual Interest 12%, accrued on the actual credit received
Set-up fee** 1% of the standby credit amount
Annual Commission fee** 2% of the standby credit amount to be paid in equal parts of 0.5% on a quarterly basis for the period 23 January 2017 – 31 December 2017
Collateral 100% of shares in the company AS Trigon Dairy Farming (a wholly owned subsidiary of Trigon Agri A/S and the direct owner of 39.24% of the shares in AS Trigon Dairy Farming Estonia)
Term of the Agreement credit facility is available until 31 December 2017
Termination Trigon Agri A/S can unilaterally terminate the standby credit facility agreement by giving the creditor a written notice thereof no later than 3 (three) months prior to the termination date.

*The Company has a right, but no obligation to draw the credit amount.

**Set-up fee and the accrued commission fee are payable regardless of whether the Company draws upon the credit facility.

 

Entry into the Agreement has been approved by the Board of Directors of Trigon Agri A/S; Johannes Bertorp, the Chairman of the Board of Directors, has not participated in the voting. The Agreement has been, in the view of the Board of Directors, entered into on arm’s length terms.

Simon Boughton, CEO, commented: “Historically there has been a deficit in cash primarily during the spring in the Tallinn office with the majority of crop sales carried out in the period from July to December. In order to finance the cyclical cash gap in the spring the Company opted to receive advance payments for unharvested crops on the terms which are not the most favourable to the Company. The provision of this standby credit facility enables the Company to carry out sales in response to the market conditions rather than simply to raise cash at any cost, and tonnages sold forward can be realistic to the anticipated own production of the Company. It’s a win-win arrangement that we consider beneficial for Trigon Agri and in support of the strategy. We thank the participating shareholders for the continuing support”.

 

Investor enquiries:

Mr. Simon Boughton, CEO of Trigon Agri A/S

Tel: +372 6191 500, E-mail:  mail@trigonagri.com

About Trigon Agri

Trigon Agri is an integrated soft commodities production, storage and trading company with operations in Ukraine, Russia and Estonia. Trigon Agri’s shares are traded on the main market of Nasdaq Stockholm.

For subscription to Company announcements please contact us: mail@trigonagri.com

If you do not want to receive Trigon Agri press releases automatically in the future please send an e-mail to the following address: unsubscribe@trigonagri.com.

This information is information that Trigon Agri A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on 23 January 2017.

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