Grupo de Inversiones Suramericana S.A. (Grupo SURA) hereby announces that today, with the prior authorization of its Board of Directors, it entered into an Agreement with Grupo Argos in order to dispose of the cross-shareholdings (the "Spin-Off Agreement"), through which for 46 years we have shared a way of doing business based on our corporate principles while focusing on creating added value, which has allowed us to advance as an Organization and build long-term relationships with the people and companies that have placed and continue to place their trust in SURA.
This objective is to be materialized through a single transaction consisting of reciprocal absorption spin-offs (the "Transaction"), pursuant to the Memorandum of Understanding entered into between the parties as duly disclosed to the market1.
The main steps for executing this Transaction are described below and can be consulted in greater detail on the Company’s website :
- Spin-off:
- Grupo SURA shall transfer en bloc a portion of its equity corresponding to its investment in Grupo Argos (286 million shares) to Grupo Argos.
- Grupo Argos shall transfer en bloc a portion of its equity corresponding to its investment in Grupo SURA (197 million shares)2 to Grupo SURA.
- Absorption:
- Grupo Argos shall absorb Grupo SURA's investment in Grupo Argos.
- Grupo SURA shall absorb Grupo Argos' investment in Grupo SURA.
- Share Issue:
- Grupo SURA shall issue 1972million shares to all Grupo Argos´ shareholders, including Grupo SURA, which is entitled to 67 million of its treasury shares. These will be immediately cancelled, thereby increasing the value held by Grupo SURA´s other shareholders.
- Grupo Argos shall issue 286 million shares to all Grupo SURA´ shareholders, including Grupo Argos, which is entitled to 143 million of its treasury shares. These will be immediately cancelled, thus increasing the value held by the other Grupo Argos´ shareholders.
Under this Transaction:
- Grupo SURA's shareholders shall retain their current shares and also shall increase their direct economic stakes by approximately 20%2 as a result of the reduction in the number of the Company’s outstanding shares. Furthermore, for each share they hold in Grupo SURA they shall receive 0.722 shares in Grupo Argos.
- The shareholders of Grupo Argos shall also retain their current shares while increasing their direct economic stakes by approximately 20%2 as a result of the decrease in the number of outstanding shares corresponding to this company. Furthermore, for each share held in the aforementioned company, they shall receive 0,232 shares in Grupo SURA.
- These ratios are based on the relationship between the total number of outstanding shares corresponding to each company and the number of shares held in the form of the previous cross-ownership and are independent of the value assigned to each share.
- Once this Transaction is completed, the shareholders of each company shall retain the economic value they initially held, divided up into direct stakes held in both companies.
- All shareholders shall maintain the rights held prior to this Transaction while receiving the same type of share they currently hold that is to say, holders of ordinary shares shall receive ordinary shares and those holding preferred shares shall receive preferred shares.
This planned spin-off as embodied in this Transaction remains subject to the approval of the General Assemblies of Shareholders of both Grupo SURA and Grupo Argos, as well as the respective Bondholders. Should such approvals be obtained, said Transaction shall be submitted for the approval of the Colombian Superintendency of Finance as well as other pertinent authorities.
This Transaction, which would simplify its shareholding structure and facilitate the disclosure of value for all shareholders, would mark a milestone in the evolution of Grupo SURA, thereby allowing us to continue moving forward towards a portfolio that is much more focused on and specialized in the financial services sector, thereby strengthening our strategy in the medium and long term.
1See Relevant Information dated October 23, 2024
2The number of shares to be spun off and the ratios referred to have taken into account the following factors: (i) that Cementos Argos shall dispose of its stake in Grupo SURA so that its shareholders shall directly hold a stake in said company, for which Grupo Argos shall receive approximately 15 million additional shares in Grupo SURA besides those it currently holds; and (ii) the shares owned by the Stand-Alone Voting Inhibitor Trusts shall also be a part of the transaction. These ratios may change as a result of variations in the number of outstanding shares held by Grupo SURA and Grupo Argos at the time these spin-offs are completed.