Agromino A/S(previously Trigon Agri A/S): Notice of redemption of shares

 Notice of redemption of shares pursuant to ss. 70-72 of the Danish Companies Act as part of the reverse share split at a consolidation ratio of 100:1

On Thursday, 20 April 2017, the Annual General Meeting (the “AGM”) was held in Agromino A/S (the “Company”). At the AGM, a share consolidation of all the Company’s shares was adopted through a reverse share split at a consolidation ratio of 100:1. The reverse share split will reduce the number of issued shares in the Company by the consolidation of 100 shares of a nominal value of EUR 0.01 each into one share of a nominal value of EUR 1.00. As a consequence of the share consolidation of all the Company’s shares, an amendment to the terms of the warrants issued by the Company on 9 March 2017 will also be completed. A separate notice to the warrant holders will be issued to this effect.

This notice of redemption and the redemption notice published through the Danish Business Authority’s IT system trigger a four-week redemption period expiring on Friday 19 May 2017. During this period, shareholders may trade in shares, including sell any shares of EUR 0.01 each or acquire additional shares of EUR 0.01 each with the view to hold a sufficient number of shares to match the nominal value of the new shares of EUR 1 each before the share consolidation takes effect. Shareholders can thereby avoid having any fractional shares of EUR 0.01 redeemed.

Any holdings of less than 100 Shares with a nominal value of EUR 0.01 each after the expiry of the four week redemption period on Friday 19 May 2017 as well as any excess shares of EUR 0.01 after consolidation into a full number of shares in accordance with the consolidation ratio (together the “Remaining Fractional Shares”) will be redeemed by the Company in accordance with the principles set out in sections 70-72 of the Danish Companies Act.

It is expected that trading in the Company's shares and warrants will be suspended on 19 May 2017 to allow for the completion of reverse share split.

The redemption of Remaining Fractional Shares will be settled after the expiry of the four-week redemption period on Friday 19 May 2017 by cash payment by the Company to each shareholder’s account which is linked to the relevant share deposit account upon settlement of the redemption of the Remaining Fractional Shares. As informed at the AGM, the price will be EUR 0.02, equivalent to the closing price on Wednesday 19 April 2017 per share of a nominal value of EUR 0.01 each and corresponding to the listed price (closing price) of the Company’s shares on the last day of trading before the AGM.

If a holder of Remaining Fractional Shares disagrees with the redemption price, such shareholder may request that the redemption price is determined by an expert who shall be appointed by the City Court of Copenhagen.

Payment is expected to take place on Monday, 22 May 2017. Any costs to VP SECURITIES A/S or Euroclear Sweden AB arising from such redemption shall be borne by the Company. The last day of trading in shares with a nominal value of EUR 0.01 each in the Company (ISIN DK0060083566) on Nasdaq Stockholm is expected to be Thursday 18 May 2017. The first day of trading in Shares with a nominal value of EUR 1 each in the Company in the new ISIN DK0060823516 on Nasdaq Stockholm is expected to be Monday, 22 May 2017.

Following expiry of the redemption period and the redemption of the Remaining Fractional Shares, the Remaining Fractional Shares will be registered in the name of the Company in the Company’s register of shareholders.

The company will deposit an amount corresponding to the redemption price in relation to shareholders who have not transferred their Remaining Fractional Shares before expiry of the redemption period and whose Remaining Fractional Shares have consequently been redeemed. The Company will publish a new notice through the Danish Business Authority’s IT system, providing all such shareholders with a three months’ notice during which such shareholders may request that the redemption price is determined by an expert. After the expiry of such three months’ period, such shareholders can no longer request that the redemption price is determined by an expert. The notice will also inform of any expert valuation or court ruling, if any.

The expert will determine the redemption price in accordance with the provisions of Section 67(3) of the Danish Companies Act.

If an expert is appointed and the expert’s valuation pursuant to Section 67(3) of the Danish Companies Act results in a higher redemption price than offered by the Company, such higher price will also apply to other holders of Remaining Fractional Shares who did not ask for a valuation. The costs relating to the expert valuation are paid by the shareholder who asked for valuation, however, the court may order the Company to pay the costs in whole or in part, if the valuation leads to a higher redemption price than offered by the Company.

Statement by the Company’s Board of Directors

The Board of Directors of the Company has reviewed the terms for the redemption as further described in this notice of redemption which is carried out as part of the reverse share split as approved at the AGM held on Thursday, 20 April 2017, and has on basis thereof issued this statement pursuant to Section 70(2) of the Danish Companies Act.

The redemption of any Remaining Fractional Shares is made at EUR 0.02, a price equivalent to the closing price on Wednesday 19 April 2017 per share of a nominal value EUR 0.01 each and corresponding to the listed price (closing price) of the Company’s shares on the last trading day before the AGM. Furthermore, shareholders may during the four-week redemption period expiring on Friday 19 May 2017 trade in Shares, including sell any Shares of EUR 0.01 each or acquire additional Shares of EUR 0.01 each with the view to hold a sufficient number of shares to match new shares of EUR 1 each before the share consolidation takes effect. Shareholders can thereby avoid having any fractional shares of EUR 0.01 redeemed.

On this basis, it is the opinion of the Board of Directors that the terms for the redemption are considered fair and adequate and such terms apply equally to all holders of shares in the Company.

Yours sincerely

On behalf of the Board of Directors

Johannes Bertorp

Investor enquiries 

Mr. Simon Boughton, CEO of Agromino A/S

Tel: +372 6191 500

About Agromino 

Agromino is an integrated soft commodities production, storage and trading company with operations in Ukraine, Russia and Estonia. Agromino shares are traded on the main market of Nasdaq Stockholm.

This information is information that Agromino is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 18:20 CET on 20 April 2017.