Framework agreement for the exchange of shares
Here you will find the Company's official information associated with the signing and implementation of the Framework Agreement signed on June 15, 2023 and the addendum signed on December 11, 2023, which amends the Agreement to comply more quickly and efficiently with the exchange of Grupo Nutresa shares.
On April 25, 2024, the second phase of the direct exchange of shares took place concluting the Framework Agreement signed in June 2023. As a result, Grupo SURA and Grupo Argos ceased to be shareholders of Grupo Nutresa, and JGDB, Nugil, and IHC ceased to be shareholders of Grupo SURA.
Tender offer for Grupo Nutresa shares
As part of the execution of the Framework Agreement entered into by the Company, on March 9, 2024, a several (but not joint and several) tender offer for 23.1% of the outstanding common shares of Grupo Nutresa was launched by Grupo de Inversiones Suramericana S.A., Grupo Argos S.A., Graystone Holdings S.A., JGDB Holding S.A.S., and Nugil S.A.S.
Learn more about the tender offer:
Memorandum of the Tender Offer
Exhibits of the Memorandum of the Tender Offer
A shareholder of Grupo Nutresa S.A. who is, or is acting on behalf of any person who is a U.S. Person (as such term is defined in Rule 902 under the U.S. Securities Act of 1933, as amended), including any person with a registered address in, or who is resident or located in, or who is organized under the laws of, the United States (a “U.S. Person”) must refer to the following documents: United States Supplement to the Memorandum of the Tender Offer for Grupo Nutresa S.A.
U.S. Persons accepting the Offer may only receive the Cash Payment. Accordingly, if you accept the Offer, you will receive the Cash Payment. Please refer to the “United States Supplement to the Memorandum of the Tender Offer for Grupo Nutresa S.A.” and carefully consider sections 4.2 y 4.5.
Knows the steps to be followed in the implementation of the Framework Agreement, taking into account the modifications subscribed in the additional agreement
The Board of Directors considers that this decision benefits hot only Grupo SURA but all of its shareholders, as it is made on fair exchange terms, enables the Company’s progress by focusing its investment portfolio on financial services and furthers develops its ownership structure.
Relevant Information June 29, 2023.
Details
Operation details:
Relevant event:
- The implementation of the June 15, 2023 Agreement has now been completed bringing about a significant change to the Company´s shareholder structure- April 25, 2024
- Significant changes to the structure of the Issuer´s shareholder structure-March 13.2024
- Board Member Resignation-February 09.2024
- Board Member Resignations-February 08.2024
- Progress made with the implementation of the June 15, 2023 Agreement and significant changes to ownership interests-February 06. 2024
- The Signing of an Agreement Addendum No. 3 to Agreement signed June 15, 2023 -February 05. 2024
- Change in the composition of equity participation in Grupo SURA. Progress in the execution of the Framework Agreement – December 26, 2023
- Subscription of Addendum No. 2 to the Framework Agreement signed on June 15, 2023 – December 18, 2023
- The Signing of an Agreement Addendum to Agreement signed June 15, 2023 - December 11, 2023
- Decisions Made by the Shareholders at Their Extraordinary Meeting - November 24, 2023
- The Board of Directors authorized the implementation of certain amendments that will speed up the execution of the Framework Agreement - September 15, 2023
- Board of Director Decisions - June 29, 2023
- Decisions adopted by the General Assembly of Shareholders at their recent Extraordinary Meeting - June 22, 2023
- Execution of a Material Agreement - June 15, 2023
- Announcing the temporary suspension to trade the Company's stocks in the Colombia Stock Exchange (BVC) - May 24, 2023
- Announcements published by the Company - May 24, 2023
Corporate news:
- Grupo SURA signed an addendum to the Framework Agreement for the Grupo Nutresa Share Swap-December 14.2023
- The General Assembly of Shareholders issued the corporate authorizations required in order to continue with the implementation of the Framework Agreement - November 24, 2023
- Grupo SURA has signed an agreement laying out the transactions to be carried out in compliance with the Memorandum of Understanding - June 27, 2023