NOVAAGRO finalises acquisition of AgroGeneration's controlling stake

NOVAAGRO takes control of AgroGeneration

NOVAAGRO Ukraine LLC (“NOVAAGRO”), a Ukrainian agro-industrial group of companies that operates in several areas: production and export of sunflower oil and wheat flour, poultry farming, transport and storage of grains and oilseeds, has completed the off-market acquisition from Konkur Investments Limited (“Konkur”) of a total of 126,084,106 shares representing 56.90% of AgroGeneration’s share capital and voting rights, for a price of USD 0.036 per share (or € 0.033 per share based on today’s exchange rate). The transfer of shares was executed on October 30th, 2024.

The completion of the transaction, as announced at that time, was subject to two main conditions precedent: (i) approval of the acquisition by the Ukrainian competition authority (Antimonopoly Committee); and (ii) the buyer obtaining adequate sources of financing for the acquisition.

As of today’s date, the buyer (NOVAAGRO) has fulfilled both of the above conditions. First, in December 2023, the Ukrainian company NOVAAGRO UKRAINE LLC, part of the NOVAAGRO group, obtained approval from the Antimonopoly Committee of Ukraine to acquire shares in AgroGeneration JSC, to secure control of more than 50% of the voting rights in the company.

Second, all financial obligations under the agreement have been fully met by the buyer. All payments to the seller, Konkur, were made by NOVAAGRO UKRAINE LLC in 2021 and early 2022 (prior to Russian invasion of Ukraine in February 2022), originally as a prepayment to secure the rights for further negotiations.

Modification of AgroGeneration Governance

Following the deal completion, on October 30th, 2024 the composition of AgroGeneration’s Board of Directors, has been modified to take into account its new shareholding structure. Following the appointment (co-optation) of the three new Board members, two executive directors, representing NOVAAGRO, Mr. Sergii Polumysnyi and Mr. Volodymyr Krasovskyi, and one non-executive director, Mr. Victor Shkarban, all previous Board members resigned from their mandates as directors. Mr. Victor Shkarban has been appointed as the Chairman of AgroGeneration’s Board of Directors, succeeding Mr. Michael Bleyzer.

The new Board of Directors of AgroGeneration has appointed Mrs. Olga Shantyr as the Chief Executive Officer (“CEO”), effective immediately, to succeed the resigning CEO Mr. Sergiy Bulavin. Mrs. Shantyr has extensive experience with AgroGeneration, having worked with the company for many years, and possesses a deep understanding of the Group’s operations.

About AGROGENERATION

https://agrogeneration.com/
Founded in 2007, AgroGeneration is a large-scale producer of grain and oilseed. The company’s core business is grains and oil commodity crop farming, operating near 30,000 hectares of high quality agricultural lands in the East of Ukraine.

IC UAC according to NOVAAGRO