Squeeze-out procedure

Below you will find more information on the statutory squeeze-out procedure initiated by SHV and communicated via press release on 10 April 2015.

The completion of the statutory squeeze-out has been communicated to shareholders via www.securitiesinfo.com as well as the Financieele Dagblad and the Staatscourant. This notice (in English and Dutch) can be found here.

If you have any more questions please email ir@nutreco.com.

Q&A

1.     Nutreco was delisted from Euronext on 16 April 2015. How does this affect my Nutreco shares?

  •   Delisting of Nutreco from Euronext took place after close of the markets on 16 April 2015. As of 17 April 2015 Nutreco shares can no longer be traded on Euronext (reference is made to the press releases dated 18 and 25 March 2015).
  •   The delisting does not affect your entitlement to your Nutreco shares.

2.     SHV has initiated a statutory squeeze-out procedure (uitkoopprocedure). What does that mean?

  •   SHV has made an offer for all issued and outstanding ordinary Nutreco shares with the intention to acquire 100% of such shares. Currently, SHV holds more than 98% of the issued and outstanding Nutreco shares (reference is made to the press release dated 25 March 2015).
  •   A statutory squeeze-out procedure is standard practice after a shareholder has acquired 95% or more of the issued and outstanding shares by way of a public offer. The statutory squeeze-out procedure is a legal procedure in which the Enterprise Chamber of the Amsterdam Court of Appeal (“Enterprise Chamber) is requested to set the price at which the 95%-shareholder will be able to acquire the shares of the remaining minority shareholders.

3.     What price will I receive for my Nutreco shares under the statutory squeeze-out procedure?

  •   In the writ of summons the Enterprise Chamber was requested to set the consideration that any remaining minority shareholder of Nutreco will be offered at € 45.25 per share. This amount is equal to the consideration that was offered to shareholders under the public offer.
  •   The squeeze-out price per share has been determined by the Enterprise Chamber at € 45.25 per share plus statutory interest from 9 April 2015 up till and including 18 August 2015.

4.     How can I receive payment of my Nutreco shares under the statutory squeeze-out procedure?

  •   After completion of the statutory squeeze-out procedure, SHV will be ordered to pay the squeeze-out price for all remaining Nutreco shares to the Consignment Fund of the Dutch Ministry of Finance (only in Dutch).
  •   All remaining shareholders are then entitled to request payment of the squeeze-out price for their Nutreco shares from the Consignment Fund of the Dutch Ministry of Finance upon completion of the squeeze-out procedure.
  •   When the statutory squeeze-out procedure is completed shareholders will be further informed by either SHV or Nutreco on how they will be able to obtain payment. 

5.     When can I request payment of my Nutreco shares under the statutory squeeze-out procedure?

  •  Shareholders should offer their shares ultimately on 14 August 2015 (for settlement per 17 August 2015) via their bank or stockbroker for transfer at ABN AMRO N.V., Euroclear Nederland account 28001 NDC 106, "account 410570222".
  • The statutory squeeze-out procedure will be completed at 10.00 CET on 18 August 2015 on which date all outstanding shares will be transferred to SHV and consideration provided to the Consignment Fund of the Dutch Ministry of Finance.

6.     How long does it take before I receive payment of my Nutreco shares under the statutory squeeze-out procedure?

  • The Consignment Fund of the Dutch Ministry of Finance indicates that normally payment is expected to take place within approximately three months after a request for payment has been received by the Consignment Fund. However, due to administrative reasons payment may in some occasions take longer.

7.     Will I receive dividend over my Nutreco shares under the statutory squeeze-out procedure?

  •  You remain the owner of your shares (including all rights attached thereto) until the completion of the squeeze-out procedure (18 August 2015).
  • No dividend has been declared.

8.     If I can only request payment of my Nutreco shares on completion of the statutory squeeze-out procedure, will I receive interest over the period I cannot sell my Nutreco shares?

  • The squeeze-out price per share is € 45.25 per share plus statutory interest from 9 April 2015 up to and including 18 August 2015.
  • When the statutory squeeze-out procedure is completed shareholders will be further informed on how they will be able to obtain payment.

9.     I want to keep my Nutreco shares. What happens if I do nothing?

  •   A statutory squeeze-out procedure is standard practice after a shareholder has acquired 95% or more of the issued and outstanding shares by way of a public offer. It ensures that the 95%-shareholder will be able to acquire 100% of the shares and that remaining shareholders have an additional exit moment.
  •   On completion of the statutory squeeze-out procedure all remaining Nutreco shares will be automatically transferred to SHV and remaining Nutreco shareholders will no longer have shares in Nutreco and will become former shareholders entitled to a payment from the Consignment Fund of the Dutch Ministry (see question 4).