On Wednesday, the share price of Kernel, one of Ukraine’s largest agricultural groups, jumped by 26.7% on the Warsaw Stock Exchange, reaching the highest trading volume since mid-December last year.
According to the Warsaw Stock Exchange’s website, the shares rose from PLN10.49 to PLN13.30 at the opening of trading, with some deals being made at PLN13.90 per share.
As of 17:00 in Warsaw, the turnover reached 283.62 thousand shares, and the value of the transactions amounted to 3.50 million ($877 thousand at the current exchange rate).
Minority shareholders, who have united against the delisting plans and the earlier additional share issue, suggest that such activity may be related to the purchase of shares by the majority shareholder and the company’s CEO, Andrey Verevsky, to reach the 95% threshold and demand their mandatory redemption. However, there is no official confirmation of this information.
As reported, Verevsky’s Namsen increased its stake from 41.3% to 74.05%, or 62 million 222.46 thousand shares, as part of the share buyback announced in March 2023 for the further delisting of the agricultural holding from the Warsaw Stock Exchange: On May 12, Namsen bought back 30 million 248,449 thousand shares at a price of PLN18.5 per share (approximately $4.47 at the then exchange rate), which brought the total buyout price to approximately $136.1 million, while the company’s 2007 IPO was held at a price of PLN24.
During the over-allotment initiated by Wierewski in August 2023 among qualified investor shareholders, Namsen acquired another 212 million 634,916 thousand shares for a total over-allotment of 216 million shares. The purchase price was $0.2777 per share, for a total value of approximately $59.1 million, and the transaction was completed on September 1. The over-allotment shares are held in registered form and will not be admitted to trading on any stock exchange, Kernel said.
After the announcement on August 22, 2023, of the start of the pre-displacement and until September 15, the share price fell from PLN13.74 to a historic low of PLN6.34.
Subsequently, in November, Namsen acquired another 1.2 million shares in the company, or 0.4% of the total number, at a price of $1.875 per share, which, including treasury shares, increased Verevsky’s stake to 94.37% of the voting shares.
On March 21, Kernel’s shareholders’ meeting will consider reducing the company’s share capital by canceling 2.2%, or 6.602 million treasury shares owned by its subsidiary Etrecom Investments Limited. It is specified that as a result, the number of shares will be reduced to 293 million 429.23 thousand, and the share capital – to $7 million 748.29 thousand. In case of cancellation of treasury shares, the share of CEO Verevsky through his Namsen Limited will increase from 92.30% to 94.37%.
Minority shareholders have announced plans to challenge the move with the Luxembourg regulator and in the courts. On November 17, private investor Pavlo Boyko said that a group of investors was working with law firm Brucher Thieltgen & Partners. According to him, more than a thousand investors from all over the world have united, “from the smallest to 1 million shares.” The court will preliminarily consider the first lawsuit on March 18.
Before the war, Kernel was the world’s largest producer of sunflower oil (about 7% of global production) and the world’s largest exporter (about 12%). It is one of the largest producers and sellers of bottled oil in Ukraine. In addition, it is engaged in the cultivation and sale of agricultural products.
Kernel’s net profit for FY2023 amounted to $299 million, while the company ended the previous year with a net loss of $41 million. The agricultural holding’s revenue for FY2023 decreased by 35% to $3.455 billion, but EBITDA increased 2.5 times to $544 million.
