Translation for information purposes only
GREENYARD FOODS NV
Limited Liability Company
9042 Ghent,
Skaldenstraat 7c
(the Company or Greenyard Foods NV )
______________________________________
LER Ghent, division Ghent
VAT BE-0402,777,157
-------------------------------
Special report of the board of directors
of Greenyard Foods NV
pursuant to article 602 of the Companies Code
in respect with the contribution in kind
by STAK FieldLink
of 1,207,118 shares of FieldLink NV.
The board of directors proposes to the extraordinary shareholders’ meeting of the Company to be hold
on 19 June 2015 to approve the contribution in kind (the Contribution) pursuant to article 602 of the
Companies Code by Stichting Administratiekantoor FieldLink, a foundation incorporated and existing
under the laws of The Netherlands, having its registered office at 2988 DB Ridderkerk, the
Netherlands and located at 2988 DB Ridderkerk, the Netherlands, Handelsweg 20, registered at the
Chamber of Commerce of Rotterdam, the Netherlands, under number 58817247, (STAK FieldLink
or the Contributor), of one million two hundred and seven thousand one hundred eighteen
(1,207,118) shares (the Shares) of FieldLink NV, a limited liability company incorporated and
existing under the laws of Belgium, having its registered office at 2860 Sint-Katelijne-Waver,
Strijbroek 10, registered with the Crossroads Bank of Enterprises under enterprise number LER
Antwerp, branch Mechelen, 0847,600,648 and VAT number BE-0847,600,648, (FieldLink NV),
representing 4.61% of the share capital of FieldLink NV, at a contribution value of seventeen million
four hundred and ten thousand nine hundred forty-two euros (EUR 17,410,942.00). In exchange for
the Contribution, one million nineteen thousand seven hundred fifty-seven (1,019,757) shares of
Greenyard Foods NV will be issued at an issue price of seventeen million four hundred and ten
thousand nine hundred forty-two (EUR 17,410,942.00). Due the Contribution, the share capital will
be increased by six million two hundred fifty-eight thousand one hundred eighty euros and forty
eurocents (EUR 6,258,180.40). The difference between the amount of the capital increase and the
total issue price will be recorded as “issue premium”, and this for a total amount of eleven million
one hundred fifty-two thousand seven hundred sixty-one euros and sixty eurocents (EUR
11,152,761,60). The issue premium concerned will be incorporated in the share capital, together with
the issue premium which was already recorded in the annual accounts of the of the Company, the
issue premium which will be recorded following the Contribution of Peatinvest NV shares and the
issue premium which will be recorded following the exercise of the Gimv warrants, after approval of
all transactions.
1
Translation for information purposes only
In addition to the Contribution in the context whereof the board of directors has drafted this special
report pursuant to article 602, §1, section 3, of the Companies Code (BCC), the shareholders will also
deliberate and decide during the extraordinary shareholders’ meeting of the Company a.o. on the
following transactions:
•
the partial demerger by acquisition pursuant to the articles 673 and 677 juncto article 728 BCC
of De Weide Blik NV, a limited liability company incorporated and existing under the laws of
Belgium, having its registered office at 2860 Sint-Katelijne-Waver, Strijbroek 10, registered
with the Crossroads Bank for Enterprises Register under enterprise number LER Antwerp,
branch Mechelen, 0536,525,608, and VAT-number BE-0536,525,608 (De Weide Blik NV).
As a result of the partial demerger, (i) twenty-five million (25,000,000) shares of FieldLink
NV, owned by De Weide Blik NV, representing 95.39% of the share capital and having an
book value of eighty million nine hundred and six thousand two hundred eighty-eight euros and
thirty five eurocents (EUR 80,906,288.35), (ii) a debt of De Weide Blik NV against FieldLink
NV for an amount of two million four hundred thirty-six thousand nine hundred and one euro
and eighty eurocents (EUR 2,436,901.81), and (iii) a proportion of the equity of De Weide Blik
NV, being (°) a proportion of the share capital amounting to forty million five hundred seventyfour thousand nine hundred seventy-seven euros and one eurocent (EUR 40,574,977.01), (°°) a
proportion part of the legal reserve amounting to one million eight hundred ninety-four
thousand seven hundred and twenty euros and forty-eight eurocents (EUR 1,894,720.48) and
(°°°) a proportion of the accumulated profits amounting to thirty-five million nine hundred
ninety-nine thousand six hundred eighty-nine euros and five eurocents (EUR 35,999,689.05),
will be transferred to the Company in exchange for the issuance to the shareholders of De
Weide Blik NV of twenty million nine hundred seventy-nine thousand one hundred and twelve
(20,979,112) shares of Greenyard foods (the Partial Demerger) which will be issued at an
issue price of seventy-eight million four hundred sixty-nine thousand three hundred eighty six
euro fifty-four eurocents (EUR 78,469,386.54). In the context of the Partial Demerger, no issue
premium will be recorded,
and
•
the contribution in kind pursuant to article 602 BCC by the shareholders of Peatinvest NV, a
limited liability company incorporated and existing under the laws of Belgium, having its
registered office at 9042 Ghent, Skaldenstraat 7, registered with the Crossroads Bank for
Enterprises under enterprise number LER Ghent, branch Ghent, 0461,693,373 and VAT
number BE-0461,693,37 (Peatinvest NV), of all fifteen thousand five hundred seventy
(15,570) shares, representing the entire share capital of Peatinvest NV, at a contribution value
of sixty million euros (EUR 60,000,000) (the Contribution of the Peatinvest NV Shares). In
exchange for the contribution of the shares of Peatinvest NV, the Company will issue three
million five hundred and fourteen thousand one hundred ninety-six (3,514,196) shares of
Greenyard Foods NV to the shareholders of Peatinvest NV at an issue price of sixty million
euros (EUR 60,000,000). Due to the Contribution of the Peatinvest NV shares, the share capital
will increase by twenty-one million five hundred sixty-six thousand three hundred eighty-five
euros and forty-five eurocents (EUR 21,566,385.45). The difference between the amount of the
capital increase and the contribution value will be recorded as “issue premium”, for a total
amount of thirty-eight million four hundred thirty-three thousand six hundred fourteen euros
and fifty-five cents (EUR 38.433.614,55). The issue premium concerned will be incorporated in
the share capital, together with the issue premium already booked in the annual accounts of the
Company, the issue premium, which will be recorded following the Contribution, and the issue
premium, which will be recorded following the exercise of the Gimv warrants, after approval of
all transactions.
2
Translation for information purposes only
The Contribution, the Partial Demerger and the Contribution of the Peatinvest NV shares will be
conditional on one another in the framework of the envisaged combination between the Greenyard
Foods group (controlled by the Company), the Univeg group (controlled by FieldLink NV) and the
Peltracom group (controlled by Peatinvest NV).
Business information about the Greenyard Foods group, the Univeg group and the Peltracom group
can be consulted on their respective website: with regard to Greenyard Foods group:
www.greenyardfood.com, with regard to the Univeg group: www.univeg.com, and with regard to the
Peltracom group: www.peltracom.be.
The key figures of the combined Greenyard Foods group are attached as Annex IV to this special
report.
The conditions and modalities of the Contribution, the Partial Demerger and the Contribution of
Peatinvest NV shares are further described in the “Partial Demerger and Contribution Agreement”
concluded on 8 May 2015 between De Weide Blik NV, FieldLink NV, Greenyard Foods NV,
Peatinvest NV, the De Weide Blik shareholders, Stak FieldLink the Peatinvest NV shareholders and
certain Greenyard Foods NV shareholders.
The board of directors of the Company hereby reports, pursuant to article 602, §1, section 2, BCC on
the envisaged Contribution and the resulting issuance of New Shares. In the report concerned, the
board of directors has to determine why the Contribution and the accompanying capital increase are in
the interest of the Company. The special report should also contain a description on the impact of the
proposed Contribution on the existing shareholders of the Company, in particular with regard to their
share in the profits and the share capital.
The board of directors of the Company refers to the detailed control report in accordance with article
602, §1 sections 1 and 2, BCC which was drafted by the statutory auditor of the Company, i.e.
Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, having its registered office at 1831 Diegem,
Berkenlaan 8B, registered with the Crossroads Bank for Enterprises under enterprise number LER
Brussels, 0429,053,863, and VAT number BE-0429,053,863, represented by two permanent
representatives (i) Mr. Kurt Dehoorne, auditor, and (ii) Mr. Mario Dekeyser, auditor. The
aforementioned detailed audit report contains a.o. a description of the Contribution, the valuation
methods which were applied, as well as the accompanying issuance of New Shares.
The board of directors takes notice of the conclusions of the audit report drafted by the statutory
auditor. A copy of the aforementioned audit report is attached as Annex I to the present special report.
The special report drafted by the board of directors and the detailed audit report of the statutory
auditor have been filed with the registrar of the Commercial Court of Ghent, branch Ghent, in
accordance with article 602, §1, section 4, BCC.
3
Translation for information purposes only
1.
DESCRIPTION OF THE PROPOSED CONTRIBUTION.
1.1.
Identity of the Company.
The limited liability company Greenyard Foods, having its registered office at 9042 Ghent,
Skaldenstraat 7c, registered with the Crossroads Bank for Enterprises under enterprise number LER
Ghent, branch Ghent, 0402,777,157, and VAT number BE-0402,777,157, has the status of a company
which made or has made a public offering, in accordance with article 438 BCC.
The Company has been incorporated by notarial deed executed before Notary Roger Vandenweghe
with office at Zonnebeke, on 16 May 1968 under the company name “Pinguin”, of which an excerpt
was published in the Annexes to the Belgian Official Journal of 20 May 2068 under the number 130314.
The corporate name of the Company was changed by notarial deed executed before Notaris
Christophe Blindeman, with office at Ghent, on 18 July 2013, of which an excerpt was published in
the Annexes to the Belgian Official Journal of 30 July 2013 under number 2013.07.30-0119180.
The articles of association were last amended by notarial deed executed before Notary Niek Van der
Straeten, with office at Destelbergen, on 19 September 2014, of which an excerpt has been published
in the Annexes to the Belgian Official Journal on 10 October 2014 under number 2014.10.100185266.
The Company’s corporate purpose is according to Article 3 of the Articles of Association as follows:
“(…) The company has as its purpose, in Belgium and abroad, the purchase, sale, wholesale and
retail and manufacture of any type of food product, household products including the freezing,
canning, and treatment for storage of these goods and products, as well as the renting of deep
freezers to third parties.
The purchase, sale, wholesale and retail, import and export of all seeds and the performance of
agricultural work for third parties.
The company may acquire, lease or let for lease, manufacture, transfer or trade in all moveable or
real property, equipment and required materials, and in general conduct all commercial industrial or
financial transactions related directly or indirectly to its purpose, including subcontracting in general
and the exploitation of all intellectual rights and industrial or commercial possessions related
thereunto. It may acquire any moveable property as investments, even if these are neither directly nor
indirectly related to its purpose.
The company may exercise the management and supervision and control of all related companies
with which there exists some association through investment, and may make loans of any form and
term to the latter. It may take a participation in all present or future corporations or companies in
Belgium and abroad, the corporate purpose of which is identical, similar, or related to its own or is of
such a nature as to promote its own purpose, whether through contribution in cash or kind, merger,
subscription, participation, financial mediation, or in some other manner. This list is exemplary and
non-exhaustive. The company can, furthermore, undertake everything that directly or indirectly can
contribute to the realisation of its purposes in the broadest sense. (…)”
4
Translation for information purposes only
On the date of this special report, the share capital of the Company amounts to one hundred and one
million ten thousand nine hundred seventy-one euros and sixty-nine eurocents (EUR 101,010,971.69).
It is represented by sixteen million four hundred fifty-nine thousand five hundred twenty (16,459,520)
Shares, without nominal value. The share capital is fully paid up. The par value of the existing shares
is (rounded off) six euros and fourteen eurocents (EUR 6.14) per share.
No later than the date on which the extraordinary shareholders’ meeting of the Company of 19 June
2015 will be held, during which it will deliberate and decide on the Contribution, the Partial
Demerger, and the Contribution of the Peatinvest NV shares, (i) Gimv NV, having its registered office
at 2018 Antwerp, Karel Oomsstraat 37, registered with the Crossroads Bank for Enterprises under
enterprise number LER Antwerp, branch Antwerp, 0220,324,117, and VAT number BE0220,324,117, (ii) Gimv-XL Partners Invest Comm.V., having its registered office at 2018 Antwerp,
Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under enterprise number
LER Antwerp, branch Antwerp, 0527,982,975, and VAT-number BE-0527,982,975, and (iii),
Adviesbeheer Gimv-XL NV, having its registered office at 2018 Antwerp, Karel Oomsstraat 27,
registered with the Crossroads Bank for Enterprises under enterprise number LER Antwerp, branch
Antwerp, 0823,740,430. and VAT number BE-0823,740,430, will, in accordance with the provisions
of the “Partial Demerger and Contribution Agreement” as described above, jointly exercise their two
million four hundred thousand (2,400,000) warrants by way of a cash contribution of twenty-five
million five hundred eighty-four thousand euros (EUR 25,584,000). In exchange for their cash
contribution and the exercise of their warrants, two million four hundred thousand (2,400,000) new
shares of the Company will be issued. Due to the exercise of the Gimv warrants, the share capital will
be increased by fourteen million seven hundred twenty-eight thousand six hundred thirty-nine euros
and twenty-three eurocents (EUR 14,728,639.23). The difference between the amount of the capital
increase and the cash contribution will be recorded as “issue premium”, and this for the total amount
of ten million eight hundred fifty-five thousand three hundred and sixty euros and seventy-seven
eurocents (EUR 10,855,360.77). The issue premium concerned will be incorporated in the share
capital, together with the issue premium already recorded in the annual accounts of the Company, the
issue premium which will be recorded following the Contribution and the issue premium which will
be recorded following the Contribution of the Peatinvest NV Shares.
After the exercise of the Gimv warrants, though before the incorporation of the issue premium, the
share capital of the Company will amount to one hundred fifteen million seven hundred thirty-nine
thousand six hundred and ten euros and ninety-two eurocents (EUR 115,739,610.92). The share
capital will be represented by eighteen million eight hundred fifty-nine thousand five hundred twenty
(18,859,520) shares without nominal value. The par value of the existing shares remains unchanged.
1.2.
Identity of the Contributor.
The Contributor is de Stichting Administratiekantoor FieldLink, a foundation incorporated and
existing under the laws of the Netherlands, having its registered office at 2988 DB Ridderkerk, The
Nederlands, and located at 2988 DB Ridderkerk, the Nederlands, Handelsweg 20, registered at the
Chamber of Commerce of Rotterdam, the Netherlands, under number 58817247 (Stak FieldLink).
5
Translation for information purposes only
The Contributor has been incorporated by notarial deed executed before Notary Richard Verbeek, as
representative of Notary Gregorius Petrus Maria Kleijn, with office at Westland, on 18 September
2013.
On 4 May 2015, the competent corporate body decided to amend the corporate purpose of the
foundation, so that the Contributor would be entitled to own the New Shares of the Company after the
Contribution of the FieldLink NV shares. On 4 May 2015, the competent corporate body decided to
contribute the FieldLink NV shares into the Company.
The corporate purpose of Stak FieldLink is according to article 2 of the Articles of Association as
follow:
“(…) 1. The foundation has as corporate purpose :
a.
(i) the acquisition in exchange for the issuance of registered share certificates of shares
representing the share capital of the limited liability company incorporated and exising under
the Belgian law FieldLink N.V., with registered office at Sint-Katelijne-Waver, Belgium, and
with office at 2860 Sint-Katelijne-Waver, Belgium, Strijbroek 10, registered at the Crossroads
Bank for Enterprises of Antwerp, branch Mechelen, with number 0847,600,648, and with VATnumber BE847,600,648 (hereafter referred to as FieldLink);
(ii) the acquisition by way of a change of use of the existing registered share certificates of
shares representing the share capital of the limited liability company incorporated and existing
under Belgian law Greenyard Foods N.V., with registered office at Ghent, Belgium, and with
office at 9042 Ghent, Belgium, Skaldenstraat 7c, registered at the Crossroads Bank for
Enterprises of Ghent, branch Ghent, with number 0402,777,157, and with VAT-number BE0402,777,157, (hereafter referred to as Greenyard) in exchange for the contribution of the
shares in FieldLink, hereafter FieldLink and Greenyard will be referred to as : “the
Company”, or of other companies or of other assets if and as soon as the corporate body
decides thereto, each in the framework of terms and conditions to be determined;
b.
the administration of the shares mentioned in section a, hereafter referred to as: “the shares”,
and of any other asset mentioned in section a.;
c.
the exercise of all rights attached to the shares, such as receiving all kinds of distribution and
exercising the voting rights attached to the shares,
including executing all other acts which are associated in the broadest sense of the word with the
abovementioned acts or which are conduce.
2. The foundation is not authorized :
a.
to transfer the shares due to another reason than the decertification of the share certificates or
to execute any act in that respect, unless it is immediately followed by a distribution by the
foundation of the proceeds to the holders of the share certificate, in exchange for the
certificates, including the exchange, with prior consent of the respective holder(s) of
certificates, by the foundation of the underlying shares against other shares, or the contribution
of the shares in exchange for other shares in another company so that the existing share
certificates will represent in the future the new shares;
b.
to pledge or to encumber in any other way the shares. (…)”
1.3.
Proposed transaction: contribution in kind of the Shares of FieldLink NV.
6
Translation for information purposes only
1.3.1. Description of the contributed assets: the shares of FieldLink NV.
As already mentioned, the Contributor will contribute all one million two hundred and seven thousand
one hundred eighteen shares (1,207,118) shares (the Shares) which it owns in FieldLink NV, by way
of a contribution in kind pursuant to article 602 BCC at a contribution value of seventeen million four
hundred and ten thousand nine hundred forty-two euros (EUR 17,410,942.00).
FieldLink NV is the holding company controlling the entire Univeg group.
The contributed Shares of FieldLink NV represent 4.61% of the share capital.
The other twenty-five million (25,000,000) shares of FieldLink NV, representing 95.39% of the share
capital, are owned by De Weide Blik NV and will be contributed to the Company by way of the
Partial Demerger.
One million nineteen thousand seven hundred fifty-seven (1,019,757) New Shares of the Company
will be issued in exchange for the contribution by the Contributor of the Shares of FieldLink NV.
1.3.2. Description of FieldLink NV and the Univeg group.
1.3.2.1. FieldLink NV :
FieldLink is a limited liability company, incorporated and existing under the laws of Belgium, having
its registered office at 2860 Sint-Katelijne-Waver, Strijbroek 10, registered with the Crossroads Bank
for Enterprises under number LER Antwerp, branch Mechelen, 0847,600,648, and VAT number BE0847,600,648.
FieldLink NV has been incorporated by notarial deed executed before Notary Frank Liesse, associated
notary, with office at Antwerp, on 23 July 2012 with the corporate name “FieldLink”, of which an
excerpt was published in the Annexes to the Belgian Official Journal of 2 August 2012 under number
2012.08.02-0136293.
The articles of association have several times been amended and last by notarial deed executed before
Notary Stephane Van Roosbroeck, with office at Boechout, on 16 April 2014, of which an excerpt is
published in the Annexes to the Belgian Official Journal of 12 May 2014 under number 2014.05.120097522.
The corporate purpose of the Company is set out in article 3 of its articles of association :
“(…) The company’s purpose is, in Belgium and abroad: the holding of participating interests in
Belgian and foreign companies, associations and enterprises, in any form whatsoever, the acquisition
by way of purchase, subscription or in any other way, and the transfer by way of sale, exchange or in
any other way of shares, bonds, debenture stocks, loan instruments or any other securities, and the
management, development and administration of its portfolio.
The performance of all studies and operations concerning all immovable goods and rights such as the
purchase, sale, lease and sub-lease, operation, direct or contracted, exchange, allotment and, in
general, all operations relating directly or indirectly to the management or making productive, for its
own or for others, of all developed or undeveloped immovable properties; this including project
7
Translation for information purposes only
management, management, co-ordination and promotion of construction works, the study, trade and
industry, import and export, and representation of all building materials, and all accessories and
similar articles; entering into all undertakings of surety, guarantee, or any guarantees whatsoever
and all actions of mandate, agency or commission in relation to the above-mentioned operations.
The company may carry out all actions directly or indirectly relating to its purpose or which are of a
nature to facilitate the realisation thereof.
The company may acquire, lease or let, produce, transfer or exchange all movable or immovable
goods, both tangible as intangible.
The company may grant loans, in any form and for any amount or duration whatsoever, and may
proceed to the issue of bonds, debenture stocks and all other loan instruments.
The company may grant security for its own obligations or for obligations of third parties, inter alia
by pledging movable goods, including its own business, or by mortgaging its immovable goods.
The company may co-operate with, participate or invest in, or in any way whatsoever, directly or
indirectly, take participating interests in companies or associations already existing or to be
incorporated.
The company may carry out the mandates of director, manager, member of a management committee
or liquidator in, and exercise supervision or control over companies and associations.
This list is illustrative and not exhaustive. (…)”
On the date this special report was drafted, the share capital of FieldLink NV amounts to nine million
three hundred ninety-nine thousand six hundred eighty-three euros and thirty-eight eurocents (EUR
9,399,683.38). It is represented by twenty-six million two hundred and seven thousand one hundred
eighteen (26,207,118) shares without nominal value. The share capital is fully paid up. The par value
of the existing shares is thirty-five eurocents (EUR 0.35) per share.
FieldLink NV is the holding company controlling the entire Univeg group.
1.3.2.2. Univeg group :
The Univeg group is a vertically integrated world leader in the sourcing and the supply of high quality
fresh and fresh-cut fruit and vegetables, with a strong global presence in the fresh produce market and
strategically complementary products and services. The Univeg group is also active in the sale of a
great variety of flowers and plants. Business information on the Univeg group can be consulted on the
hereafter mentioned website: www.univeg.com.
The Univeg group has a particularly strong presence in Europe, supplying the largest food retailers.
The Univeg group’s largest market shares by revenue are in The Netherlands, Belgium and Germany
and the strong generalist position in these countries is complemented by the broadening of an offering
through an increasing presence in France, the United Kingdom and the United States. In the financial
year ended 31 December 2014, the Univeg group reported revenues of EUR 3,300,000,000.
The sales department of the Univeg group is supported by strong sourcing capabilities in Europe’s
most important horticultural countries, such as Spain, Italy and The Netherlands. Furthermore, in
order to procure a year-round supply of fresh produce, the Univeg Group has developed strong
sourcing capabilities in other key exporting regions around the world, such as South Africa and LatinAmerica.
The source markets and the sales markets are connected by strategically located European logistics
and distribution capabilities, helping to operate a vertically integrated business model over the entire
8
Translation for information purposes only
value chain from production to delivery. The Univeg group has facilities located in key import hubs in
The Netherlands, Belgium, Germany and Italy. The Univeg group also operates a network of
technologically advanced service and distribution centres, where value-added services, such as cold
storage, ripening, order picking and customer label packaging, are provided before distributing
produce to customers’ own distribution facilities or directly to their stores.
The Univeg group is a vertically integrated world leader in the sourcing and the supply of high-quality
fresh and fresh-cut fruit and vegetables, supplying 19 out of 20 of the largest food retailers in Europe
and many large food retailers in the United States. The fruit and vegetables division is the core
business and generates the vast majority of its revenues, accounting for 95 % (EUR 3,000,000,000) of
FieldLink NV’s total revenue during the financial year which ended on 31 December 2014. The
Univeg group believes that the leading position in the global fresh produce market is partly a result of
offering customers the most complete range of products.
Its fruit and vegetables offering includes the following product categories: vegetables, tropical fruit,
deciduous fruit, citrus fruit, stone fruit, fair-trade and organic produce, pre-cut vegetables and herbs
and dried fruit.
Besides its core activities, the Univeg group supplies a range of flowers and plants, including cut
flowers, potted plants and plant arrangements, to supermarkets, home improvement stores and garden
centres in Germany and the United Kingdom.
Part of the flowers and plants division’s total sales volumes are cultivated by FieldLink NV itself. The
majority are imported and sourced locally from third party suppliers. The business of the flowers and
plants division represents 3 %, or EUR 99,430,000 of the Univeg group’s revenues during the
financial year, which ended on 31 December 2014.
The Univeg group supplies to 19 out of 20 of the Europe’s largest food distributors.
In the financial year, which ended on 31 December 2014, 73,2 % of the total turnover of the Univeg
group resulted from the 10 largest clients who have been Univeg group’s client for over 20 years.
The following table sets forth a breakdown of revenues of Univeg group for top five end sales
markets:
Region
Germany
The Netherlands
Belgium
United Kingdom
France
Other
Turn-over
generated in the financial year
ended on 31 December 2014
(EUR in millions)
1,465.3
700.2
294.7
232.7
103.2
374.6
9
Translation for information purposes only
A structure chart of the most important companies is set out below:
10
Translation for information purposes only
The most important subsidiaries of the Univeg group which are (directly or indirectly) controlled by
FieldLink NV are listed below.
Name of the most important subsidiaries
Univeg Belgium NV
Ben Fresh NV
Fresh Transport NV (formerly European Food Transport NV)
Nova Veg Logistics NV
Univeg Holding BV
Univeg Fruitpartners BV
Univeg BV
Univeg Trade Benelux BV
Univeg Finance BV
Univeg Nederland Exploitatie BV
Bakker Barendrecht BV
Univeg Katope France SAS
Univeg Germany Beteiligungs GmbH
UNIVEG Germany GmbH & Co KG
Pastari Gemusevertrieb GmbH & Co KG
Univeg Iberia SL
Univeg Iberia SCS
Univeg Trade Spain SA
Univeg Logistics Portugal SA
Univeg Trade Italia Srl
Winchester Growers Ltd
Univeg Katope UK Ltd
Univeg Trade Poland SA
Bakker Trans sro
Bakker sro
Mahindra UNIVEG Private Limited
Univeg Supply Chain Services BV
Grupo Yes Procurement Marketing SL
Univeg America Co
Shareholdings
(direct/indirect)
100%
51%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
94%
60%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
100%
50%
100%
11
Translation for information purposes only
2.
ADVANTAGE OF THE PROPOSED CONTRIBUTION AND CAPITAL INCREASE
FOR THE COMPANY.
2.1.
Context of the proposed Contribution and the capital increase.
The food industry in general, and in particular the vegetables and fruit sector, is confronted with a
contradiction between on the one hand generally acceptable knowledge and consumer behavior on the
other hand. A large number of health and environmental studies have demonstrated that:
•
the deterioration in alimentary diets, both developed and developing countries, causing
increasing health concerns (such as obesity diabetes and cardiovascular diseases) which put
pressure on national health care budgets, and
•
a growing world population calls for renewable food categories with a substantially lower
environmental footprint.
Consumer behavior, on the other hand, is changing very slowly. Although the consumption of fruit
and vegetables (hereinafter in the tables referred to as “F&G”) addresses both societal challenges
listed above, the actual consumption pattern, especially in the western world, remains stable, and
declines even in certain markets. The actual consumption of vegetables in Europe per day and per
person (approximately 175 grams) is far below the recommended portion of 300 grams per day.
Within the EU, fruit consumption per day and per person is on average 136 grams, or 45% below the
recommended amount of 250 grams.
In Belgium, specifically, the recommended combined amount of fruit and vegetables is set at 550
grams per day while the amount actually consumed is about 310 grams per day.
12
Translation for information purposes only
This is caused by a number of societal trends:
•
lifestyle changes (convenience, individualisation, out of home eating) lead to substitution by
food categories offering fat, salt and sugar indulgence.
•
the fruit and vegetables industry has been slow in communicating about and, relatedly, adapting
to changing consumer lifestyles.
•
the fruit and vegetables industry is still highly fragmented, offers few marketing brands and
many competing categories (frozen versus canned versus fresh). This can have a confusing and
sometimes even deterring effect on consumers.
13
Translation for information purposes only
The fruit and vegetables industry in which the Combined Greenyard Foods group operates, is
estimated at EUR 101 billion (in 2012 in 28 EU countries). The main characteristics of this industry
are described below.
14
Translation for information purposes only
Non-cyclical
•
•
•
fruit and vegetables are considered basic consumer necessities and are therefore non-cyclical,
volumes are relatively immune to economic sentiment;
growth drivers include population growth and increased focus on healthy food (partly as a
result of increased governmental focus on this topic).
Commodity yet relationship based
•
•
•
•
fruit and vegetables are considered to be commodity products as differentiation (besides
quality, availability and service) is difficult and prices are typically set by the market;
in the fruit and vegetable market, some consumer brands exist and command a premium but
remain an exception rather than the rule;
good and long-term relationships with key buyers from retail chains is key;
category management and innovative concepts provide opportunities to offer distinguishing
products.
Origin
•
•
•
the more northern a region is, the higher the share of imported fruit (and vegetables);
locally grown products are said to be preferred, but consumers appear to often ignore origin;
raw materials for frozen and canned fruit and vegetables are sourced near the production
facilities but can be exported globally;
•
for fresh fruit and vegetables, desired year-round availability is realized by sourcing globally.
Fragmented industry
•
•
the supply side is fragmented, with thousands horticultural entrepreneurs active in EU;
the rest of the supply chain is, although still fragmented, consolidating as entry barriers to the
industry increase.
Seasonal
•
•
•
the fruit and vegetables production is seasonal, with the exception of tropical products and
some greenhouse production.
the fresh division realizes the highest results in the first half of the calendar year (in particular
in Spring);
the results of the division prepared fruit and vegetables are less sensitive to seasonality, but
with higher importance in the second half of the calendar year.
Consolidated retail landscape
•
•
•
in most EU countries, the food retail market is rather consolidated, with powerful leading
players;
most are credit-worthy, making obtaining credit insurance easier;
fruit and vegetables are an important and differentiating category for food retailers
15
Translation for information purposes only
•
2.2.
(representing approximately 10% of total food sales);
traditional food retailers are challenged by discounters upgrading their fruit and vegetables
section.
Business rationale of the envisaged transactions, including the Contribution and the
capital increase.
On 13 April 2015, the board of directors of the Company announced that a letter of intent had been
signed with respect to a business combination between the Greenyard Foods Group, the Univeg
Group and the Peatinvest Group to create a global leader in fruit and vegetables. The proposed
combination has the potential to create a unique global player in the fruit and vegetables market
capable of offering the full range of frozen, canned and fresh products. The combination of the
Greenyard Foods group, the Univeg group and the Peatinvest group creates a global market leader
with combined sales in excess of EUR 3.7 billion.
Mr Hein Deprez, Chairman of the Greenyard Foods Group, the Univeg Group and the Peatinvest
Group stated in the press release of the Company of 13 April 2015 : “(…) Creating a combined group
offering fresh, frozen and canned fruit and vegetables will be beneficial to growers, consumers,
retailers, employees and shareholders. We believe societal trends call for a broader view on fruit and
vegetable consumption. (…)”
Today, these are the market positions of the respective groups:
•
the Univeg Group is #3 in fresh fruit and vegetables globally.
•
the Greenyard Foods Group is #2 in frozen and #5 in canned fruit and vegetables in Europe.
•
the Peatinvest group is #3 in soil improvers and growing media in Europe.
Together, the Combined Greenyard Foods Group believes it will become the #1 player worldwide
active in all these segments. It will serve 28 of the top 30 European retailers with more than 8,000
FTEs in three divisions:
•
fresh fruit and vegetables;
•
prepared fruit and vegetables; and
•
soil improvers and growing media
16
Translation for information purposes only
The Greenyard Foods Group will operate in 27 countries and will own globally 32 ripening, packing
and service centers for year-round offering and focused sales in the best markets for fresh produce.
The prepared fruit and vegetables division will operate 13 state-of-the-art production facilities,
whereas the growing media division will operate nine installations spread over 5 countries.
17
Translation for information purposes only
The three groups complement each other for a full range offering towards the retailer and the
consumer.
18
Translation for information purposes only
The business rationale for the business combination focuses on three axes:
•
have a meaningful impact on the market
The business combination will be better positioned to catalyse and affect market changes and
consumption patterns.
•
grow market share
The business combination will be better positioned to grow market share via consumer based
innovations and category management, in close cooperation with its retail customers.
•
create cross-fertilisation and synergies
A number of commercial and operational synergies will enable the Combined Greenyard Foods
Group to grow revenues faster than the individual groups.
19
Translation for information purposes only
2.3.
Strategy and key strengths of the business combination.
The joint mission of the business combination is : “to make lives healthier by helping people enjoy
vegetables & fruit at any moment of the day. Easy, fast and pleasurable”.
20
Translation for information purposes only
The joint group strategy aims at creating a platform of know-how (nutritional value, pricing, best
practices, etc.) and potential for category management beyond the boundaries of fresh and prepared
fruit and vegetables.
The business combination is based on the following axes:
•
leading the industry in nutritional thinking and education : to leverage on a unique credibility
and thought leadership;
•
transcend competition between fresh and prepared fruit and vegetables : to leverage the
complementarity of the business combination;
•
establish partnerships with retailers : to leverage the business combination’s experience in
consumer-based category management and efficiencies;
•
create an inspirational platform : to consistently engage and activate consumers on their fruit
and vegetables consumption.
21
Translation for information purposes only
The key investment highlights for the business combination are:
•
an unique global player in fresh and prepared fruit & vegetables and growing media;
•
a proven track record in successful mergers and acquisitions;
•
an excellent sourcing capabilities;
•
a control of the supply chains;
•
a long standing relationships with blue chip retailers;
•
an unique logistics and distribution capabilities;
•
a large potential in cross-fertilisation and synergies;
•
a leadership in food safety and corporate social responsibility, and
•
a strong management team and deeply engaged shareholders
22
Translation for information purposes only
23
Translation for information purposes only
3.
JUSTIFICATION FOR THE CALCULATION METHOD OF THE CONTRIBUTION
VALUE
3.1.
calculation of the contribution value and the exchange ratio of the Shares of FieldLink
NV:
The contribution value of the Shares contributed to the share capital of the company by the
Contributor (the Contribution value), has been determined based on the valuation methodology, as
set out in the document “Valuation methodology”, attached as Annex II to this special report.
The financial export Lazard SPRL was appointed by the Company to confirm the fairness of the
contribution value and the exchange ratio. The “fairness opinion” issued by financial experts Lazard
SPRL is attached as Annex III to this special report.
The “Partial Demerger and Contribution Agreement”, as described above, provides for the safeguards
which are usual for this type of transactions between professional parties related to the contributed
shares of FieldLink NV in the context of the Contribution, the contributed Shares of Peatinvest NV in
the context of the Contribution of Peatinvest NV Shares and the composition of the Demerged Equity,
including the customary representations and warranties in favor of Greenyard Foods NV. The
Contribution, the Partial Demerger, and the Contribution of Peatinvest NV shares will be conditional
on one another in the framework of the envisaged business combination between the Greenyard Foods
group (controlled by the Company), the Univeg group (controlled by FieldLink NV) and the
Peltracom group (controlled by Peatinvest NV).
The Contribution consists of the contribution in kind of the one million two hundred and seven
thousand one hundred eighteen (1,207,118) Shares held by the Contributor in FieldLink NV. The
Shareholding concerned represents 4.61% of the share capital of FieldLink NV.
Based on the valuation methodology, as set out in the document “Valuation methodology” hereby
attached as Annex II to this special report, the Contribution value of the Shares of FieldLink NV is
determined at seventeen million four hundred and ten thousand nine hundred forty-two euros (EUR
17,410,942.00) (the Contribution value).
The Contribution value retained by the board of directors takes also into account the representations
and warranties by the parties, as set out in the “Partial Demerger and Contribution Agreement”,
concluded on 8 May 2015. These relate to the customary representations and warranties given by the
FieldLink guarantors (i.e. Deprez Holding NV, Good Company civil company, Green Valley SA,
Sujajo Investments SA, Sticker Consulting BVBA, Argalix BVBA and Intal BVBA) in favor of
Greenyard Foods NV, including two specific guarantees relating to (i) the sums due to Orchards
Invest NV and her subsidiaries to Univeg Belgium NV or any other subsidiary of FieldLink NV
amounting to USD 9,741,000, and (ii) the deferred tax assets of FieldLink NV, as recognized in the
consolidated annual accounts of FieldLink NV as per 31 December 2014.
The key figures of the combined Greenyard Foods group are attached as Annex IV to this special
report.
24
Translation for information purposes only
3.2.
Assessment of the transaction pursuant to article 524 of the Belgian Companies Code:
A committee of independent directors, assisted by BNP Paribas Fortis NV as independent financial
expert and Eubelius CVBA as independent legal expert, issued its advice to the board of directors of
the Company pursuant to article 524 BCC, in which it has ruled on the entire transaction.
The conclusion of such advice of the committee of independent directors reads as follows:
“(…)
VII. The opinion of the committee of independent directors
31. The Committee finalized this opinion on 8 May 2015 in view of the meeting of the board of
directors of 8 May 2015 based on the information then available. The Committee reserves the right,
should any further relevant information become available between 8 May 2015 and 19 June 2015 that
may impact the content and/or the conclusion of this report, to submit an amended report to the board
of directors.
32. The Committee of independent directors, assisted by BNP Paribas Fortis NV as independent
financial expert and Eubelius CVBA as independent legal expert, has concluded unanimously that the
creation of a combined group with fresh, frozen and canned vegetables and fruits is to the benefit of
Company and its shareholders.
The Committee is of the opinion, based on the reports by BNP Paribas Fortis NV and Lazard SPRL,
financial expert appointed by the Company, that the exchange ratio of the Transaction (see VI.2) is
not of the nature to cause a disadvantage to the Company which is, in the light of the Company’s
strategy, manifestly illegitimate and detrimental to the Company, taking into account that the
Company does not provide any representations and warranties to the shareholders of the Univeg and
Peatinvest Groups. To achieve this conclusion, the Committee takes into account the advice of
Eubelius CVBA that the Company has for the most part received customary representations and
warranties, considering also the overall equilibrium of the Transaction.
The Transaction entails certain consequences in terms of the financing of the newly composed
Greenyard group for which the Company has protected itself in the short term by means of the
necessary waivers and a bridge facility agreement. In the longer term, the Company will have to pay
due attention to the capital structure of the new group and appropriate covenants will have to be
negotiated with the various lenders (in function of the new group structure). Management will have to
endeavour to make this an opportunity for the benefit of the Company and its shareholders.
Finally, the structure of governance and management of the Company following the Transaction are
to be in line with the recommendations of the Belgian Corporate Governance Code 2009.
Given the aforementioned considerations and after having discussed the terms of the Transaction with
BNP and Eubelius, the Committee is of the opinion that the Transaction is not of a nature to cause
detriment to the Company which, in the light of the strategy conducted by the Company, would be
manifestly illegitimate. The Committee also believes that it is unlikely that the Transaction would lead
to disadvantages for the Company that will not be outweighed by benefits to it resulting from the
Transaction.
This conclusion will be included in the annual report of the Company.
(…)”
25
Translation for information purposes only
4.
CONSEQUENCES OF THE PROPOSED CONTRIBUTION.
Taking into account the abovementioned Contribution value of the Shares of FieldLink NV, the
Contributors will receive one million nineteen thousand seven hundred fifty-seven (1,019,757) shares
of the Company as compensation for the Contribution of the Shares of FieldLink NV in the share
capital of the Company.
4.1.
Remuneration for the Contribution.
Based on the valuation methodology, as set out in the document “Valuation methodology”, attached
as Annex II to this special report, the valuation of the Contribution will be determined at seventeen
million four hundred and ten thousand nine hundred forty-two euros (17.410.942,00).
The Contribution value retained by the board of directors takes also into account the representations
and warranties by the parties, as set out in the “Partial Demerger and Contribution Agreement”,
concluded on 8 May 2015. These relate to the customary representations and warranties given by the
FieldLink guarantors (i.e. Deprez Holding NV, Good Company civil company, Green Valley SA,
Sujajo Investments SA, Sticker Consulting BVBA, Argalix BVBA and Intal BVBA) in favor of
Greenyard Foods NV, including two specific guarantees relating to (i) the sums due to Ochards Invest
NV and her subsidiaries to Univeg Belgium NV or any other subsidiary of FieldLink NV amounting
to USD 9,741,000, and (ii) the deferred tax assets of FieldLink NV, as recognized in the consolidated
annual accounts of FieldLink NV as per 31 December 2014.
The issue price of the New Shares of the Company is seventeen euros and seven eurocents (EUR
17.07) per share (the Issue price).
4.2.
Description of the New Shares of the Company.
In exchange for the Contribution, one million nineteen thousand seven hundred fifty-seven
(1,019,757) New Shares of the Company will be issued.
The New Shares of the Company will benefit from the same rights as the existing Shares of
Greenyard Foods.
The New Shares of the Company will be entitled to a share in the profits of the Company as of 1 April
2015, i.e. the commencement date of the current financial year of the Company.
The new shares of the Company will be listed for trade on Euronext Brussels, after a similar
information document in the meaning of article 18, §1, of the Law of 16 June 2006 on the public
offering of investment instruments and on the admission of investment instruments to trading on
regulated markets has been prepared, which is considered by the Financial Services and Markets
Authority (FSMA) to be equivalent to the information that should be included in a prospectus.
26
Translation for information purposes only
If the dematerialization and listing was not executed on the date of issue, the New Shares will initially
be of a registered form.
4.3.
Amount of the capital increase.
Pursuant to the Contribution, the share capital will be increased by six million two hundred fifty-eight
thousand one hundred eighty euros and forty eurocents (EUR 6,258,180.40).
The difference between the amount of the capital increase and the contribution value will be recorded
as “issue premium”, for a total amount of eleven million one hundred fifty-two seven hundred sixtyone euros and sixty cents (EUR 11.152.761,60).
The issue premium concerned will be incorporated in the share capital, together with the issue
premium already recorded in the annual accounts of the Company, the issue premium, which will be
recorded following the Contribution of Peatinvest NV shares, and the issue premium, which will be
recorded following the exercise of the Gimv warrants, after approval of all transactions.
27
Translation for information purposes only
5. IMPACT OF THE PROPOSED CONTRIBUTION ON THE SITUATION OF THE
EXISTING SHAREHOLDERS, IN PARTICULAR THEIR SHARE IN THE PROFITS
AND THE SHARE CAPITAL.
On the date of this special report, the share capital of the Company amounts to one hundred and one
million ten thousand nine hundred seventy-one euros and sixty-nine eurocents (EUR 101,010,971.69).
It is represented by sixteen million four hundred fifty-nine thousand five hundred and twenty shares
(16,459,520) without nominal value. The share capital is fully paid up. The par value of the existing
shares is (rounded off) six euros and fourteen eurocents (EUR 6.14) per share.
No later than the date on which the extraordinary general meeting of shareholders of 19 June 2015 of
the Company will be held, during which there will be deliberated about and decided on the
Contribution, the Partial Demerger, and the Contribution of Peatinvest NV shares (i) Gimv NV,
having its registered office at 2018 Antwerp, Karel Oomsstraat 37, registered with the Crossroads
Bank for Enterprises under the enterprise number LER Antwerp, branch Antwerp, 0220,324,117, and
VAT number BE-0220,324,117, (ii) Gimv-XL Partners Invest Comm. V, having its registered office
at 2018 Antwerp, Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under
enterprise number LER Antwerp, branch Antwerp, 0527,982,975, and VAT-number BE0527,982,975, and (iii), Adviesbeheer Gimv-XL NV, having its registered office at 2018 Antwerp,
Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under number LER
Antwerp, branch Antwerp, 0823,740,430, and VAT number BE-0823,740,430, will, in accordance
with the provisions of the “Partial Demerger and Contribution Agreement” as described above,
jointly exercise their two million four hundred thousand (2,400,000) warrants by way of a cash
contribution of twenty-five million five hundred eighty-four thousand euros (EUR 25,584,000). In
exchange for their cash contribution and the exercise of the two million four hundred thousand
(2,400,000) warrants, two million four hundred thousand (2,400,000) new shares of the Company will
be issued. Following the exercise of the Gimv warrants, the share capital will be increased by fourteen
million seven hundred twenty eight thousand six hundred thirty-nine euros and twenty-three
eurocents. (EUR 14,728,639.23). The difference between the amount of the capital increase and the
cash contribution will be recorded as “issue premium”, and this for the total amount of ten million
eight hundred fifty-five thousand three hundred sixty euros and seventy-seven eurocents (EUR
10,855,360.77). The issue premium concerned will be incorporated in the share capital, together with
the issue premium which was already recorded in the annual accounts of the Company, will be
recorded following the Contribution, and the issue premium which will be recorded following the
Contribution of the Peatinvest NV Shares, after approval of all transactions.
After the exercise of the warrants, though before the incorporation of the issue premium, the share
capital of the Company will amount to one hundred fifteen million seven hundred thirty-nine
thousand six hundred and ten euros and ninety-two eurocents (EUR 115,739,610.92). The share
capital will be represented by eighteen million eight hundred fifty-nine thousand five hundred twenty
(18,859,520) shares without nominal value. The par value of the existing shares remains unchanged.
In exchange for the Contribution, the Company will issue one million nineteen thousand seven
hundred fifty-seven (1,019,757) New Shares at an issue price of seventeen million four hundred and
ten thousand nine hundred forty-two euros (EUR 17,410,942.00).
Pursuant to the Contribution, the share capital will be increased by six million two hundred fifty-eight
thousand one hundred eighty euros and forty eurocents (EUR 6,258,180.40). The difference between
the amount of the capital increase and the contribution value will be recorded as “issue premium”,
and this for a total amount of eleven million one hundred fifty-two thousand seven hundred sixty-one
euros and sixty eurocent (EUR 11,152,761.60).
28
Translation for information purposes only
The issue premium concerned will be incorporated in the share capital, together with the issue
premium already recorded in the annual accounts of the Company, the issue premium, which will be
recorded following the Contribution of Peatinvest NV shares, and the issue premium, which will be
recorded following the exercise of the Gimv warrants, after approval of all transactions.
During the extraordinary general meeting of the Company, the shareholders will, in addition to the
Contribution, deliberate about and decide on a.o. the following transactions :
•
the partial demerger by way of acquisition of De Weide Blik NV pursuant to the articles 673
and 677 juncto 728 BCC.
As a result of the partial demerger, the twenty-five million (25,000,000) shares of Fieldlink NV
held by De Weide Blik NV, representing 95.39% of the share capital and having a book value
of eighty million nine hundred and six thousand two hundred eighty-eight euros and thirty-five
eurocents (EUR 80,906,288.35), (ii) a debt of De Weide Blik NV against FieldLink NV for an
amount of two million four hundred thirty-six thousand nine hundred and one euros and eightyone eurocents (EUR 2,436,901.81), and (iii) a proportion of the equity of De Weide Blik NV,
being (°) a proportion of the share capital amounting to forty million five hundred seventy-four
thousand nine hundred seventy-seven euros and one eurocents (EUR 40,574,977.01), (°°) a
proportion of the legal reserve amounting to one million eight hundred ninety-four thousand
seven hundred and twenty euros and forty-eight eurocents (EUR 1,894,720.48) and (°°°) a
proportion of the accumulated profits amounting to thirty-five million nine hundred ninety-nine
thousand six hundred eighty-nine euros and five eurocents (EUR 35,999,689.05), will be
transferred to the Company in exchange for the issuance to the shareholders of De Weide Blik
NV of twenty million nine hundred seventy-nine one hundred and twelve (20,979,112) shares
of Greenyard Foods NV which will be issued at a contribution value of seventy-eight million
four hundred sixty-nine thousand three hundred eighty-six euros and fifty-four eurocent (EUR
78,469,386.54). Following the Partial Demerger, no issue premium will be recorded.
and
•
the contribution in kind pursuant to article 602 BCC by the shareholders of Peatinvest NV of all
fifteen thousand five hundred seventy (15,570) shares of Peatinvest NV, representing the entire
share capital of Peatinvest NV, at a contribution value of sixty million euros (EUR 60,000,000).
In exchange for the contribution in kind of the shares of Peatinvest NV, three million five
hundred and fourteen thousand one hundred ninety-six (3,514,196) shares of Greenyard Foods
NV will be issued to the shareholders of Peatinvest NV at an issue price of sixty million euros
(EUR 60,000,000). Following the Contribution of Peatinvest NV shares, the share capital will
increase by twenty-one million five hundred sixty-six thousand three hundred eighty-five euros
and forty-five eurocents (EUR 21,566,385.45). The difference between the amount of the
capital increase and the contribution value will be recorded as “issue premium”, and this for a
total amount of thirty-eight million four hundred thirty-three thousand six hundred fourteen
euros and fifty-five eurocents (EUR 38,433,614.55). The issue premium concerned will be
incorporated in the share capital together with the issue premium already recorded in the annual
accounts of the Company, the issue premium which will be recorded following the
Contribution, and the issue premium which will be recorded following the exercise of the
warrants, after approval of all transactions.
29
Translation for information purposes only
The impact of the aforementioned transactions on the existing shareholders is indicated below:
Situation after
Step
2:
Situation after
contribution in
Situation on 31
contribution in
warrants
Step 1: exercise the
kind of shares
March
2015
kind
of
warrants
conversion (step
FieldLink (step
FieldLink
1)
2)
shares
(In EUR)
Share capital
101 010 971,69 14 728 639,23
115 739 610,92
11 376 465,00
10 855 360,77
22 231 825,77
-
Issue premiums
Revaluation surpluses
Legal reserve
6 258 180,40
11 152 761,60
121 997 791,32
33 384 587,37
-
3 448 409,00
3 448 409,00
3 448 409,00
24 541,00
24 541,00
24 541,00
Untaxed reserves
1 477 238,00
1 477 238,00
1 477 238,00
Distributable reserves
5 225 932,00
5 225 932,00
5 225 932,00
Accumulated profits
51 487 932,00
51 487 932,00
51 487 932,00
8 089,00
8 089,00
8 089,00
Unavailable reserves
Investment grants
Total equity
Issue price
Number of shares
Par value
(rounded off)
per
174 059 577,69
25 584 000,00
199 643 577,69
17 410 942,00
217 054 519,69
-
25 584 000,00
-
17 410 942,00
-
1 019 757,00
19 879 277,00
16 459 520,00
share
2 400 000,00
18 859 520,00
6,14
6,14
6,14
6,14
6,14
Net asset value per share
(rounded off)
10,58
10,66
10,59
17,07
10,92
Impact on the voting rights
of the existing shareholders
-
-
0,87
-
0,82
30
Translation for information purposes only
Situation after
Step
3:
contribution in
contribution in
kind of shares
kind of shares
Peatinvest (step
Peatinvest
3)
(In EUR)
Share capital
21 566 385,45
Issue premiums
38 433 614,55
Situation after
Step 4: Impact
the
Situation after
partial
incorporation of
demerger De all transactions
the
issue
Weide Blik
premiums
222 033 563,32
293 851 765,23
71 818 201,91
-
-
-
-
3 448 409,00
3 448 409,00
3 448 409,00
24 541,00
24 541,00
24 541,00
Untaxed reserves
1 477 238,00
1 477 238,00
1 477 238,00
Distributable reserves
5 225 932,00
5 225 932,00
5 225 932,00
Accumulated profits
51 487 932,00
51 487 932,00
51 487 932,00
8 089,00
8 089,00
8 089,00
Revaluation surpluses
Legal reserve
Unavailable reserves
Investment grants
143 564 176,78 78 469 386,54
71 818 201,91
Total equity
60 000 000,00
277 054 519,69
78 469 386,54
355 523 906,23
355 523 906,23
Issue price
60 000 000,00
-
78 469 112,00
-
-
3 514 196,00
23 393 473,00
20 979 112,00
44 372 585,00
44 372 585,00
6,14
6,14
3,74
5,00
6,62
Net asset value per share
(rounded off)
17,07
11,84
3,74
8,01
8,01
Impact on the voting rights
of the existing shareholders
-
0,70
-
0,37
0,37
Number of shares
Par value
(rounded off)
per
share
31
Translation for information purposes only
The shareholdings structure before and after the transactions is set out below:
6.
CONCLUSION OF THE AUDIT REPORT OF THE STATUTORY AUDITOR.
Pursuant to article 602, §1 sections 1 and 2, BCC, the board of directors has requested the statutory
auditor to draft an audit report with regard to the capital increase by way of a contribution in kind
against the issue of new shares.
The detailed controle report is attached as Annex I to this special report.
The auditor of the Company is Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, having its registered
office at 1831 Diegem, Berkenlaan 8B, registered with the Crossroads Bank for Enterprises under
enterprise number LER Brussels, 0429,053,863, and VAT number BE-0429,053,863, represented by
two permanent representatives (i) Mr. Kurt Dehoorne, auditor, and (ii) Mr. Mario Dekeyser, auditor.
32
Translation for information purposes only
The conclusion of the audit report reads as follows:
“(…) 8. CONCLUSION
The capital increase by means of contribution in kind to Greenyard Foods NV for an amount of
17.410.942 EUR consists of one million two hundred and seven thousand one hundred eighteen
(1.207.118) Shares which the Contributor Stak FieldLink holds in FieldLink NV. The shareholdings
concerned represent 4,61% of the share capital of FieldLink NV.
This contribution, the Partial Demerger of De Weide BLik NV and the Contribution of Peatinvest
shares form an inseparable whole of the envisaged combination between the Greenyard Foods group
(controlled by the Company), the Univeg group (controller by FieldLink NV) and the Peltracom
group (controlled by Peatinvest NV).
The transaction was reviewed in accordance with the standards promulgated by the Institute of
Registered Auditors concerning contributions in kind. The board of directors is responsible for the
valuation of the contributed assets and for the determination of the number of shares to be issued as a
compensation for the contribution in kind.
At the conclusion of our audit, we are of the opinion that:
•
The description of each contribution in kind corresponds to the general requirements of
accuray and clarity;
•
The methods of valuation which have been retained by the parties with respect to the
contribution in kind are justifiable from a business economic perspective and that the values
resulting from these valuation methods mathematically at least correspond to the number and
the fraction value, so that the contribution in kind is not overvalued.
The compensation for the contribution in kind consist of one million nineteen thousand seven hundred
fifty-seven shares of Greenyard Foods NV without nominal value.
We wish to draw the attention to the fact that:
•
Following a plegde agreement (“share pledge agreement) dd. 8 December 2014, twenty-four
million nine hundred ninety-nine thousand nine hundred ninety-nine (24.999.999) Shares of
FieldLink were emcumbered with a pledge in favor of KBC Bank nV. The pledge in favor of
KBC Bank was granted to secure a bank debt of De Weide Blik NV engaged into in the context
of financing its activities. This pledge will have to be released prior to the extraordinary
general meeting of 19 June in order to pursue the envisaged transaction due to the
aforementioned link between the transactions
•
Following a pledge agreement dd. 2 January 2014, fourteen thousand seven hundred seventy
shares out of a total of fourteen thousand eight hundred and ten Shares held by Deprez Holding
NV, aforementioned, were encumbered with a pledge in favor of KBC Bank NV. The pledge was
granted as a security in the context of a “Credit Facility Agreement” concluded on 27
December 2013 between Deprez Holding NV, Food Invest International NV and KBC Bank NV
for the financing of the activities of Deprez Holding and Food Invest International NV.
33
Translation for information purposes only
This pledge will have to be released prior to the scheduled extraordinary general meeting of 19
June in order to pursue the envisaged transaction due to the aforementioned link between the
transactions.
We wish finally to remind you that in accordance with the auditing standards of the Institute of
Registered Auditors our mission does not consist of a ruling on the legality and fairness of the
transaction, the value of the contribution or the as compensation awarded consideration.
Kortrijk, 12 May 2015
DELOITTE Bedrijfsrevisoren
BV o.v.v.e. CVBA
Vertegenwoordigd door
_____________
Mario Dekeyser
(…)”
____________
Kurt Dehoorne
The board of directors declares not to derogate from the conclusion in the audit report.
34
Translation for information purposes only
Done in Ghent on 18 May 2015 in four original copies.
ON BEHALF OF THE BOARD OF DIRECTORS
OF GREENYARD FOODS NV :
_______________________________
The Marble BVBA,
independent director,
represented by Luc Van Nevel,
permanent representative.
_______________________________
MAVAC BVBA,
managing director,
represented by Marleen Vaesen,
permanent representative.
35
Translation for information purposes only
GREENYARD FOODS
Limited Liability Company
9042 Gent, Skaldenstraat 7c
(de Vennootschap of Greenyard Foods NV )
______________________________________
LER Ghent, branch Ghent
VAT BE-0402,777,157
-------------------------------
Annexes
to the special report of the board of directors
of Greenyard Foods NV
pursuant to article 602 of the Companies Code
in respect with the contribution in kind
by STAK FieldLink
of 15,570 shares of FieldLink NV.
Annex I : Audit report of the statutory auditor pursuant to article 602, § 1, section 1 and 2, BCC.
Annex II : Valuation methodology of the contribution value and the exchange ratio.
Annex III : Fairness opinion by financial experts Lazard SPRL.
Annex IV : Key figures of the Combined Greenyard Foods group.
36