REIG JOFRE submits the conditions and report of the Scrip Dividend
OTHER RELEVANT INFORMATION
In accordance with Article 227 of Royal Legislative Decree 4/2015, dated 23 October, which enacts the consolidated text of the Securities Market Act, LABORATORIO REIG JOFRE SA (“Reig Jofre” or “the Company”), informs that according to the resolutions adopted by the Ordinary and Extraordinary General Shareholders Meeting held on April 10, 2024, and submitted as Other Relevant Information in the same date and with register number 27971, the Company’s Board of Directors on May 9, 2024, resolved the conditions for the execution of the capital increase according to the formula approved by the General Shareholders’ Meeting targeted to formalize the remuneration through the scrip dividend or flexible dividend, which allows shareholders to receive bonus shares, if they so wish, but without limiting their possibility to receive an equivalent amount in cash, (total or partial).
For the purposes of articles 26.1 e) and 41.1 d) of Royal Decree 1310/2005, of November 4, which partially develop the Securities Market Law, regarding the admission to trading in official secondary markets of securities and public offers for sale or subscription, it is attached hereafter an Information Document (Spanish only) approved by the Board of Directors at the meeting held on May 9, 2024, which includes the expected calendar of the transaction, whose main terms are as follows below. The document is attached in its original Spanish version and shall be available in English upon request to investors@reigjofre.com.
- Each shareholder will receive a pre-emptive subscription right for each of their shares in the Company.
- The pre-emptive subscription rights will be granted to the Company’s shareholders who are legitimated as such in the accounting records of Iberclear, the Spanish Central Securities Depository, on the second (2) working day following the publication of the announcement of the capital increase in the Official Spanish State Gazette (BORME) (the “Legitimized Shareholders”), which will include all these shareholders that have acquired shares, until 23.59 Madrid time on the same working in which the aforementioned publication of the announcement is made (scheduled for May 16, 2024).
- Following the allotment of rights, each shareholder shall give instructions to their depositary entity, to:
- Redeem the rights for new shares. In this case, the number of pre-emptive subscription rights to receive a new share will be 62.
- Receive cash by selling the rights to the Company at a fixed price. In this case, the price at which the Company has committed to purchase the pre-emptive subscription rights has been determined in a fixed gross amount of 0.040 euros per right, representing a dividend yield of 1.6%. This option will be available to shareholders for 13 calendar days throughout the term of negotiation of the pre-emptive subscription rights.
- Receive cash by selling the rights in the market. In this sense, the term of negotiation of the pre-emptive subscription rights will be 15 calendar days, which, according to the estimated schedule, will take place from May 17 to 31 2024.
- Combine all or part of the above options.
- If no instructions are given, the default option will be the exchange of pre-emptive subscription rights for new shares.
- The total cash to be distributed by the Company shall amount to a maximum of 3,185,437.80 euros, which represents a pay-out of 33.89% over the consolidated result at year-end 2023. This amount will be subject to the number of pre-emptive subscription rights that the Company shall finally purchase from its shareholders.
- The maximum number of new shares to be issued in the execution of the capital increase is set in 1,284,450 shares, an increase of 1.61% of the share capital of the Company, for a total par amount of 642,225.00 euros, charged to reserves. The definitive number of shares to be issued and the corresponding figure in which the share capital shall be definitively increased will depend on the number of pre-emptive subscription rights that are eventually converted into shares.
- The payment of cash to those shareholders who shall opt to receive all or part of the cash dividend under the purchase commitment is initially foreseen for June 4, 2024.
- The scheduled date for the admission to trading of the new shares is initially foreseen for June 21, 2024.
- The Board of Directors of Reig Jofre has appointed Banco de Sabadell, S.A. as the issuing agent entity.
The Company shall inform in due course of the relevant milestones and shall reconfirm the dates estimated in this document, throughout the process of execution of the flexible dividend.