Progress made with the implementation of the June 15, 2023 Agreement and significant changes to ownership interests

Relevant information

Grupo de Inversiones Suramericana S.A. ("Grupo SURA") hereby announces that today the first part of the direct exchange of shares [1] took place, this as part of the implementation of the Framework Agreement signed on June 15, 2023 and its subsequent amendments (the "Agreements").

As a result of this first part of the exchange and as planned as part of these Agreements:

1.  Grupo SURA received from NUGIL S.A.S. ("Nugil"), JGDB Holding S.A.S. (“JGDB”) and IHC Capital Holding LLC (“IHC”).

  • (a)  Its own ordinary shares corresponding to a 27.8% stake [2]calculated on the total number of ordinary shares pertaining to Grupo SURA before the exchange, which shall be treated as repurchased shares, according to the authorization granted by the General Assembly of Shareholders at a meeting held on November 24, 2023. Consequently, the economic and voting rights corresponding to these shares will be suspended [3]and there will be a reduction in the number of the Company’s outstanding shares; and
  • (b)  Shares pertaining to Sociedad Portafolio S.A., corresponding to a 11.8% stake in this Company´s total outstanding shares.

2. Grupo SURA delivered all of its Nutresa shares to NUGIL, JGDB and IHC.

3. As the market has been informed, and as part of the planned steps in implementing the above Agreement, we shall now move forward in the following areas:

  • (a)  A tender offer ("Tender Offer") shall be drawn up for 23.1% of the shares belonging to Grupo Nutresa, which will be launched jointly but not severally by Grupo SURA, Grupo Argos S.A., a vehicle of IHC Capital Holding L.L.C., JGDB and Nugil; and
  • (b)  Once the tender offer for Nutresa shares is concluded, the second part of the share exchange shall be carried out so that Grupo Argos and Grupo Sura shall deliver an additional 10.1% of its shares in Nutresa, payable either in the form of shares or in cash, and in turn shall receive the remaining shares in Grupo SURA and Sociedad Portafolio currently held by JGDB, NUGIL and IHC.

4.  Finally, as a result of this first part of the exchange, Grupo SURA's shareholder base underwent several modifications, the most important being the following:

  • (a)  FAP Grupo Argos, devoid of any voting rights, acquired 85,500,000 ordinary shares corresponding to 25.4% of the total.[4]
  • (b)  Sociedad Portafolio increased its percentage stake by 5.1.%[5]. Consequently, this shareholder owns 18.4% of the total share capital.
  • (c)  JGDB decreased its percentage stake by 31.9%[6]. Consequently, this shareholder now owns a 6.1% stake.

The change in the Company´s shareholder structure shall be reflected at the close of business today in the Company's shareholder ledger.

We thank Grupo Nutresa for its decades-long contribution as an important shareholder having helped to secure our growth and development as an investment manager; likewise, our thanks go out to its administrators, employees, suppliers and other individuals who have helped to consolidate a company with which we historically share a philosophy in the way of doing business, and who have contributed to creating added value as one of our portfolio investments, always committed, in its broadest sense, with the sustainability and development of the societies and territories where it is present.

The general aspects of these Agreements and their different steps have been made available on the Company’s website: www.gruposura.com.co

 

 

[1]As the market was duly informed by means of a Relevant Information publication dated December 11, 2023
[2]Grupo Sura received 129,957,072 shares belonging to Grupo Sura´s ordinary stock.
[3] Article 396 of the Colombian Commercial Code
[4] Percentage calculated on the total amount of outstanding shares after the share buyback. The shares belonging to the FAP Grupo Argos retain their economic rights but are subject to an irrevocable instruction not to exercise their voting rights.
[5]The 5.1% increase in Sociedad Portafolio's interest corresponds to the difference between its pre-exchange interest of 13.3% (calculated on the number of outstanding shares held before the stock buyback) and the final 18.4% after the exchange (calculated on the number of total outstanding shares held after the stock buyback).
[6]JGDB's 31.9% reduction in the stake held corresponds to the difference resulting between its pre-exchange stake of 38.0% (calculated on the number of outstanding shares held before the stock buyback)and the final 6.1% after the exchange  (calculated on the number of total outstanding shares held after the stock buyback).