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This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.
Further to the announcements made on March 13, June 24, September 29, and November 25, 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") has today completed the acquisition, by way of contribution in kind, of a majority stake in the share capital of Vinpai (ISIN: FR001400AXT1; mnémonique: ALVIN) representing 78,68% of share capital et 84.89% of voting rights of Vinpai, at a price of Euro 3.60 per Vinpai share (the "Block Acquisition") from significant shareholders (the "Sellers
Following the Block Acquisition, CFSL holds 78.68% of Vinpai's share capital and 75.06% of its voting rights, thereby exceeding the legal threshold of 50% of Vinpai's share capital or voting rights1.
As mentioned in CFSL's previous press release, the allocation to the Sellers of the new CFSL shares issued as consideration for the payment of the Block Acquisition (the "CFSL Consideration Shares") will take place on November 30, 2025.
Consequently, in accordance with its commitments and pursuant to Articles 234-2 and 235-2 of the General Regulation of the French Stock Markets Authority (Autorité des marchés financiers) (AMF), CFSL shall file, by mid-December at the latest2, with the AMF, a simplified cash tender offer (offre publique d'achat simplifiée) (the "OPAS") for the remaining shares of Vinpai, at the same price as that of the Block Acquisition.
In the event that, following the OPAS, the number of Vinpai shares not tendered by Vinpai's minority shareholders represents no more than 10% of Vinpai's share capital and voting rights, CFSL contemplates to request to the AMF to implement a mandatory squeeze-out procedure for Vinpai's shares from the Euronext Growth market in Paris.
In addition, CFSL specify that it will proceed, in the next few days, with the conversion of its convertible bonds issued on October 20th 3 (the "Convertible Bonds"), resulting in the issuance of 1,100,000 new ordinary shares of Vinpai in favor of CFSL.
Consequently, following the Block Acquisition and the conversion of the Convertible Bonds, CFSL will hold 83.82% of Vinpai's share capital and 80.86% of its voting rights.
Advisors of CFSL :
Presenting institution:
ALLinvest Securities
Legal Advisor:
FONTAINE AVOCATS
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.
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1 Pursuant to the provisions of Article L. 433-3 I of the French Monetary and Financial Code, CFSL will file with the AMF, within the legal timeframe, a notification of crossing the 50% threshold. |
2 Cf: Press release of CFSL on November 25, 2025 |
3 Cf: Press release of Vinpai on October 20, 2025 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20251127458317/en/
Contacts:
Camlin Fine Sciences Limited
Investor Relations
secretarial@camlinfs.com
T.: +91 22 6700 1000 -Ext. 402
