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This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.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 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"). 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 on October 29, 2025 its shareholders approved, by 99.9924% of the votes, the issuance of the newly ordinary shares of CFSL to be issued as consideration for payment of the Block Acquisition (the "CFSL Consideration Shares") and the issue price of the CFSL Consideration Shares, which was set by the board of directors of CFSL on September 29, 2025, INR 247.69 (i.e. 2.39)1
As mentioned in our previous press release, the allotment of CFSL Consideration Shares against delivery of the Block Acquisition is subject to the obtaining of the Indian regulatory approvals.
CFSL specifies that theses Indian regulatory approvals has been obtained on November 18, 2025 and not on November 12, 2025 as initially expected.
Consequently, the timetable of the Block Acquisition should be adjusted as follows
November 18, 2025: Indian regulatory in-principal approvals relating to the issuance of the CFSL Consideration Shares received by CFSL
November 24, 2025: CFSL board/committee decision to issue the private placement offer cum application letters for CFSL Consideration Shares
November 30, 2025 at the latest: allotment to the Sellers of the CFSL Consideration Shares against and subject to delivery of the Block Acquisition
Mid of December 2025 at the latest: Filing of the draft OPAS by CFSL with the French stock market authority (Autorité des marchés financiers)2
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 Cf: Press release of CFSL on September 29, 2025 | |
| 2 CFSL'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
