Camposol Holding plc (the "Company") hereby offers to buy back own shares issued by Camposol Holding plc (the "Shares") at a price per Share of NOK 22.25 (the "Offer"). The Offer is limited to an aggregate total of 142,712 Shares, which constitutes about 0.48% of the issued Shares of the Company.
The acceptance period for the Offer will be from and including today to and including Friday 15 June 2012 at 17.30 (CET). Shareholders who wish to accept the Offer must submit a duly executed acceptance form by the end of the acceptance period.
If the total number of Shares tendered under the Offer exceeds the maximum aggregate level of Shares to be acquired under the Offer (as set out above), the number of Shares to be acquired from each tendering shareholder will be reduced to 50,000, as required, and provided that the number of shares tendered still exceeds the maximum aggregate level there will be a further reduction of all tendering shareholders at the same percentage, as required. Following lapse of the acceptance period, all shareholders who have tendered shares in the Offer will receive information on the number of shares that will be acquired pursuant to the Offer.
The offer is not directed to persons whose acceptance of the offer requires that (i) further documents are issued in order for the offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. Please see below for further description on offer restrictions.
The Company has retained DNB Markets to assist in implementing the Offer.
The acceptance form is available at www.dnb.no/emisjoner. Acceptance of the Offer is irrevocable and cannot be withdrawn, in whole or in part, neither before nor after the expiration of the Offer Period, after the acceptance form has been received by DNB Markets. An acceptance of the Offer may relate to all or parts of the Shares held by an accepting shareholder.
Any shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if the shareholder desires to sell Shares in the Offer. The Company reserves the right to reject any or all acceptances of the Offer that, in the Company's opinion, are not in the proper form, or which may be unlawful. The Company, DNB Markets, nor any other person will be under any duty to give notification of any defects or irregularities in acceptance or incur any liability for failure to give any such information.
Settlement of the Offer will be made in cash in NOK, and will be cleared for each selling shareholder to the shareholder's bank account registered for dividend payments in VPS. In the event that such account is not registered with the VPS, settlement will be made by bank transfer or, with respect to Camposol shareholders with foreign residency, by SWIFT transfer. Settlement for shares accepted under the Offer will be made no later than on 22 June 2012. Interest compensation will not be paid for the period from the date of acceptance until the settlement date.
Each shareholder is responsible for any taxes as a consequence of its acceptance of the Offer. The Company assumes no responsibility for any tax liability resulting from the acceptance of the Offer.
As of the date hereof the Company and its subsidiaries hold in aggregate 2,840,372 shares of the Company, constituting approximately 9.52% of the total number of issued shares.
For further information and instructions for accepting the Offer, please contact DNB Markets on telephone +47 22 94 88 80 or e-mail markets.cf@dnb.no.
OFFER RESTRICTIONS
General
The distribution and making of the offer may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan), be restricted by law. Therefore, persons receiving the offer are required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Company does not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
The offer is not directed to persons whose acceptance of the offer requires that (i) further documents are issued in order for the offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. In the event such distribution or offering nevertheless is made, an acceptance form sent from such a country may be disregarded as non-binding on the offeror. The offer is not being made in Canada, Australia or Japan.
This offer does not represent an offer to acquire or obtain securities other than the shares in the Company that are subject to the offer.
Canada
The offer is not being made in Canada or to any individual outside Canada who is a resident of Canada, except in compliance with applicable rules.
Australia
The offer is not being made directly or indirectly in, and may not be accepted in or from, Australia. No document in connection with the offer has been lodged with the Australian Securities & Investments Commission ("ASIC") and ASIC has not approved the offer in Australia.
Japan
The offer is not being made in Japan or to any resident thereof for the purpose of solicitation of subscription or offer for sale of any securities or in the context where its distribution may be construed as such solicitation or offer.
USA
The offer is not being made in the USA or to any resident thereof for the purpose of solicitation of subscription or offer for sale of any securities or in the context where its distribution may be construed as such solicitation or offer unless an exemption from the registration requirements of the US Securities Act is available. The offer is being conducted pursuant to disclosure requirements of another jurisdiction than the United States, which may differ from the disclosure requirements in the United States. It may be difficult for investors to enforce their legal rights against the issuer and its officers and directors, and the offeror may purchase securities otherwise than under the offer.
For further information, please contact:
Executive Chairman, Samuel Dyer Coriat
sdyerc@camposol.com.pe
CFO, Jorge Ramirez
jramirez@camposol.com.pe
Phone: +511 621-0800
ABOUT CAMPOSOL
CAMPOSOL is the leading agro industrial Company in Peru, involved in the cultivation, processing and commercialization of agricultural products such as asparagus, peppers, avocados, mangos, grapes and easy peelers. These are exported as fresh, preserved or frozen products mainly to markets in Europe and the United States of America. CAMPOSOL encompasses a totally integrated business from the production of raw material in the fields to processing in the industrial plant and subsequent commercialization in Europe and the United States. CAMPOSOL has 24,216 own hectares of which about 6,440 are already used for agricultural purposes, operates in 2 different locations in the Peruvian coast, and has one fully owned processing plant for fresh, preserved and frozen products. The Company has on average 10,000 part and full time employees.