Regulatory Notice

This announcement may contain inside information of Refresco Group N.V. under Regulation (EU) 596/2014 (16 April 2014).

MiFID II professionals/ECPs-only / No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

To the holders of shares in the capital of Refresco Group B.V.

(formerly Refresco Group N.V.)

The first enforceable authenticated copy of a judgment of the Enterprise Chamber of the Amsterdam Appeal Court of 25 September 2018 was served by bailiff's notification of the undersigned on 28 September 2018 at the request of Sunshine Investments B.V., a private limited company with its registered office in Amsterdam (Sunshine) to the other joint holders of registered shares, without known domicile or residence (Minority Shareholders) in the issued capital of Refresco Group B.V. (formerly Refresco Group N.V.), a private limited company with its registered office in Rotterdam (Refresco), ordering the Minority Shareholders to transfer their shares in Refresco to Sunshine against payment by Sunshine of a price per 29 March 2018 of EUR 20 per share, subject to the condition that as long as and to the extent that this price has not been paid, it shall be increased by the statutory interest from 29 March 2018 until the date of the transfer or the day of consignment of the price with interest in accordance with Article 2:359c(9) DCC.

The Minority Shareholders are requested to offer and transfer the shares they hold to Sunshine and to receive the price as specified below on their account against discharge. Sunshine will pay to the Minority Shareholders a price of EUR 20.23 per offered share, being EUR 20 per share plus the statutory rate of interest from 29 March 2018 to 25 October 2018. The Minority Shareholders are requested to contact their bank, broker or other financial intermediary for additional information on how they can transfer their shares in Refresco to Sunshine. The Minority Shareholders can offer the shares they hold to Sunshine (for transfer as at 25 October 2018) no later than 23 October 2018 to ABN AMRO N.V., for Euroclear Nederland account, 28001 NDC 106 (BIC ABNANL2AAGS T2S NECIABNANL2AAGS106L10).

On or shortly after 25 October 2018, in respect of all outstanding shares in Refresco that are not held by Sunshine at that moment, an amount per share of EUR 20.23 shall be deposited in consignment at the consignment office of the Ministry of Finance by transfer to the account held by the Ministry of Finance (afd. Consignatiekas, postbus 20201, 2500 EE The Hague) at ING Bank, account number NL80INGB0705003213, stating "Consignatiekas - uitkoop Refresco". As of the moment of consignment, all rights to the shares will be transferred unencumbered to Sunshine and the amount thus consigned will be subject to any attachments and limited rights.

A copy of the bailiff's notification and the judgment can be obtained from M.H.C. Sinninghe Damsté, Loyens & Loeff N.V., Fred. Roeskestraat 100 (1076 ED) Amsterdam, tel. 020 578 57 88.

A. Pothof, bailiff
Groot & Evers Gerechtsdeurwaarders
Hogehilweg 10
1101 CC Amsterdam
tel: 020 – 4080454
fax: 020 – 4080472

Message details

Sub-group Equities
Issuer Refresco
Category Information
ISIN NL0011214010
Symbol RFRG
Securities name Ordinary shares
Publication date October 5 2018