Regulatory News:
Vinpai (ISIN: FR001400AXT1; ticker: ALVIN), a specialist in the design, manufacture and marketing of algae- and plant-based functional ingredients for the food and cosmetics industries ("Vinpai" or the "Company"), today announces a delay to the previously communicated1 timetable for the acquisition of a majority stake in Vinpai by Camlin Fine Science Limited ("CFSL") (the "Block Acquisition
The Block Acquisition is subject, among other conditions, to the issuance of newly ordinary shares of CFSL as consideration for the Block Acquisition ("CFSL Consideration Shares"), which shall be decided by the CFSL's shareholders' meeting ("CFSL Shareholders' Meeting"). The convening of the CFSL Shareholders' Meeting is itself conditional upon satisfaction of two technical requirements: each seller shall (i) obtain an Indian tax identification number (Permanent Account Number or PAN) and (ii) open a dematerialized securities account (DEMAT Account) with a bank in India. The CFSL Shareholders' Meeting was expected to be held on the latest by the end of April 2025.
These formalities have taken longer than expected due to administrative constraints and should be completed at the latest by the end of July
As soon as these formalities are completed, CFSL board of directors will convene the CFSL Shareholders' Meeting, which will be held within 30 days following its convening, i.e. based on the contemplated timeline at the latest by the end of August
Completion of the Block Acquisition is expected to occur within 15 days following the CFSL Shareholders' Meeting, i.e., based on the contemplated timeline and subject to satisfaction of all related conditions precedent, no later than mid-September
On the convening date of the CFSL Shareholders' Meeting, the Company will publish a press release announcing in particular (i) the subscription price2 and the number of the CFSL Consideration Shares to be allotted to the sellers and (ii) the date of the CFSL Shareholders' Meeting. The Company will publish another press release as soon as possible on the completion date of the Block Acquisition.
Concomitantly with the signing of the agreement for the Block Acquisition, CFSL has subscribed to 3,300 bonds convertible into shares issued by the Company, each such convertible bond having a nominal value of €1,000, representing a total bond issue of €3.3 million (the "Convertible Bonds")3
As a consequence of the delay in the Block Acquisition, CFSL has agreed to extend the deadline by which it may request early redemption or conversion of the Convertible Bonds should the Block Acquisition not be completed, from the original date of June 30th, 2025 to September 30, 2025. Likewise, CFSL and Vinpai have agreed to extend the maturity date of the Convertible Bonds to October 25th, 2025. These two extensions remain however subject to the authorizations required in India. The other terms and conditions of the Convertible Bonds remain unchanged.
About Vinpai
Vinpai is an ingredien'tech company specializing in the design, manufacture and marketing of algae, plants, mineral and fiber-based functional ingredients offering manufacturers natural alternatives to chemical additives. Positioned in the most promising market segments, Vinpai now supports manufacturers in the food industry, its historical market, cosmetics and nutraceuticals, thanks to cross-technologyknow-how, enabling them to increase the nutritional qualities of their finished products. The combination and association of ingredients and food additives allows manufacturers to accelerate their development, optimize their production costs and generate profitability. Operating from two sites, in Saint-Dolay (Morbihan) and near the port of Saint-Nazaire, Vinpai has developed more than 3,500 formulas and now has 43 employees. In 2024, the Company generated revenues of €9.2 million, including more than 70% of which from exports, and generates sales in more than 36 countries.
For further information: www.vinpai.com
Disclaimer
This press release does not constitute an offer to sell nor a solicitation of an offer to buy Vinpai shares in any country, nor shall there be any sale of shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release constitutes an advertisement and not a prospectus within the meaning of Regulation (EU) no. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). Any decision to purchase shares must be made solely on the basis of publicly available information on the Company.
In France, the issue of bonds convertible into Vinpai shares described above was reserved to an investor falling into the category of beneficiaries defined in the sixteenth resolution of the Company's general meeting dated June 26, 2024, pursuant to article L. 228-91 of the French commercial code and applicable regulatory provisions. Pursuant to article 211-3 of the French financial markets authority (Autorité des marchés financiers) (the "AMF") general regulations and articles 1(4) and 3 of the Prospectus Regulation, the said issue of convertible bonds will not require the publication of a prospectus approved by the AMF.
With respect to Member States of the European Economic Area, no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of article 1(4) of the Prospectus Regulation or, otherwise, in cases not requiring the publication by the Company of a prospectus under article 3 of the Prospectus Regulation and/or the applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom, who constitute "qualified investors" (as this term is defined in the Prospectus Regulation which forms part of domestic law pursuant to European (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations", etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be available to and engaged with Relevant Persons. This press release is solely intended for Relevant Persons and any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release and the information contained therein does not, and will not, constitute an offer of securities for sale, nor the solicitation of an offer to purchase, Vinpai securities in the United States of America or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Vinpai have not been and will not be registered under the Securities Act, and the Company does not intend to conduct a public offering of Vinpai securities in the United States of America.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
The information contained in this press release does not constitute an offer of securities in the United States of America, in Australia, in Canada, in South Africa, in Japan nor in any other country. This press release shall not be published, transmitted or distributed, directly or indirectly, into the territory of the United States of America, Australia, Canada, South Africa or Japan.
1 See Vinpai's press release dated February 24, 2025.
2 As stated in the Vinpai's press release dated February 24, 2025, it shall be equal to the closing market price of the CFSL shares as quoted on the Recognised Stock Exchanges on the trading day immediately preceding the date of the meeting of the board of directors of CFSL to be convened for determining the price and for calling CFSL shareholders' meeting (it being specified that this price per each newly issued ordinary share of CFSL shall in no event be less than the higher of pricing as set out under Regulation 164 (1) read with Regulation 161 of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "Floor"); if the Floor is higher than the aforementioned price per CFSL share, then the Floor shall be retained for the purpose hereof and become the subscription price per CFSL Consideration Share.
3 For more details on the Convertible Bonds, see Vinpai's press release dated February 24, 2025.
This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250624971610/en/
Contacts:
Vinpai
Philippe Le Ray
Chief Executive Officer
investors@vinpai.com
NewCap
Théo Martin
Aurélie Manavarere
Investor Relations
vinpai@newcap.eu
T.: 01 44 71 94 94
NewCap
Nicolas Mérigeau
Media Relations
vinpai@newcap.eu
T.: 01 44 71 94 98
