Regulatory News:
This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.
CAMLIN FINE SCIENCES LIMITED, a leading Indian group in shelf life solutions for flavour and health wellness ingredients, listed on the National Stock Exchange of India Ltd and BSE Ltd. in Mumbai India ("CFSL") reminds that CFSL and the majority shareholders (the "Sellers") of VINPAI (ISIN: FR001400AXT1; ticker: ALVIN) "Vinpai") have on February 24, 2025 entered into a binding agreement (the "Share Purchase Agreement") for the acquisition by CFSL of a majority stake in the Company's share capital at a price of Euro 3.60 per Vinpai share (the "Block Acquisition") as well as the issuance of convertible bonds to the benefit of CFSL representing financing necessary for the continuation of Vinpai's business (the "Convertible Bonds"). Subject to and upon completion of the Block Acquisition, the Convertible Bonds will be converted into shares of Vinpai and CFSL shall launch a simplified cash tender offer for the remaining shares of Vinpai's share capital (the "OPAS") at the same price of the Block Acquisition.
CFSL announces that the formalities relating to the obtaining of an Indian tax identification number (Permanent Account Number or PAN) by each Seller have been completed and the process of opening of a dematerialized account with a bank in India (DEMAT Accounts) by each of the Sellers, necessary to receive the newly ordinary shares of CFSL to be issued as consideration for payment of the Block Acquisition (the "CFSL Consideration Shares"), is nearly completed1
CFSL has been informed of a minor change in the composition of the Sellers2 group which doesn't affect the number of Vinpai shares sold to CFSL by the Sellers. The Sellers together still hold 78.68% of the Company's share capital and 83.73% of its voting rights.
Accordingly, the Board of Directors of CFSL held today has initiated the process to obtain CFSL shareholders' approval to the issuance of CFSL Consideration Shares via postal ballot, with voting scheduled to conclude on October 29, 2025. This approval is subject to the opening of DEMAT accounts on or before the date of allotment of these shares.
At the aforementioned meeting, the Board of Directors of CFSL fixed the Subscription Price of CFSL Consideration Shares at INR 247.69 (i.e. EUR 2.39) which was calculated in compliance with the pricing rules for preferential issue set out under Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the stipulations of the Share Purchase Agreement (the "Subscription Price")3
Thus, upon completion of the Block Acquisition, the Sellers will receive a total number of 4,106,181 CFSL Consideration Shares representing 2.14% of the share capital and the voting rights of CFSL.
CFSL confirms the definitive timetable of the Block Acquisition and the filing of the draft OPAS which will be as follows:
September 29, 2025: Meeting of the CFSL Board of Directors to determine the subscription price per CFSL Consideration Shares and to convene the General Meeting of CFSL
- October 29, 2025: CFSL shareholders' approval via postal ballot, with voting scheduled to conclude on October 29, 2025, to the issuance of CFSL Consideration Shares on preferential basis, and the Subscription Price of said CFSL Consideration Shares.
- On or Before November 12, 2025: Subject to applicable laws and regulatory approvals received by CFSL, allotment of CFSL Consideration Shares against delivery of Block Acquisition
- End of November, 2025 at the latest: Filing of the draft OPAS by CFSL with the French stock market authority (Autorité des marchés financiers)1
For further information about CFSL: www.camlinfs.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 stock market 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 Sellers have submitted the required documents with the custodian to open their respective DEMAT Accounts and the DEMAT Accounts are expected to be opened before the allotment of CFSL Consideration Shares.
2 The Sellers group is now composed as follows: Cyrille Damany (holding 23.95% of of the outstanding share capital) and Philippe Le Ray (holding 14.88% of of the outstanding share capital), Chris Project (holding 24.37% of of the outstanding share capital), Saffelberg Investments (holding 8.82% of of the outstanding share capital), Alexandre de Selliers de Moranville (holding 6.66% of of the outstanding share capital).
3 Vinpai's press release dated February, 24 2025
4 CSFL's press release dated March 13, 2025 and June, 24 2025
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Contacts:
Camlin Fine Sciences Limited
Investor Relations
secretarial@camlinfs.com
T.: +91 22 6700 1000 -Ext. 402
