Namsen Limited, the majority shareholder of the Kernel agricultural holding and owned by the holding’s CEO Andriy Verevskyi, during the third of five mandatory buyout periods (sell-out) requested by minority shareholders—which ran from September 30 to October 29— purchased 174,923 thousand shares at a fair price of PLN19.93 ($5.09 at the current exchange rate), as approved by the Luxembourg regulator CSSF.
According to a statement by Kernel on the Warsaw Stock Exchange (WSE), the transaction took place on November 2 in an off-exchange trade.
Earlier, when the sell-out was announced, it was noted that the subject of the sale was 14,182,214 shares traded on the WSE, representing approximately 4.83% of the company’s authorized capital and approximately 4.83% of the total number of votes at the general meeting of shareholders. Namsen clarified that these are all Kernel shares not owned by the buyer or by the agricultural holding itself, which holds 300,000 of its own shares.
During the first phase of the sell-out, 1,204,776 thousand shares were repurchased, or about 0.41% of the authorized capital; during the second phase, 1,027,948 thousand shares, or 0.35%; and during the third phase, about 0.06% of the authorized capital.
While the official announcement of the sell-out on August 7 led to a 2.21% increase in the stock price—to PLN 19.44—the current price stands at PLN 19.68 per share, corresponding to a market capitalization of PLN 5 billion 778.8 million (approximately $1.472 billion).
Under the terms of the buyback, it is being conducted through the broker Q Securities S.A. in five periods, each ending on the 29th day of the month until the buyback is complete. In each period—except for the last one—Namsen is prepared to purchase a minimum of 2,836,443 shares, while in the final period, it will purchase all remaining shares. At the same time, priority was given to 14 shareholders who hold 311,57 thousand shares and had already submitted requests to the buyer for their buyout as of early August.
As previously reported, the sell-out price determined by GrantThornton and approved by the regulator turned out to be 2.5% higher than the initial valuation by KPMG—PLN 19.45—announced in July of last year. GrantThornton’s valuation was prepared as of the same date as KPMG’s initial valuation—May 28, 2025.
In the stock price chart for the past five years included in the valuation, the lowest price—PLN6.34—was in September 2023, and the highest—PLN64.1—was in the fall of 2021. In early 2025, fueled by hopes for a swift resolution to the war—which did not materialize—the price reached PLN28.9 per share.
Grant Thornton, like KPMG before it, emphasized that it had considered various valuation approaches and methods and determined the price using three methods with different weightings, whereas KPMG set it based on a 12-month volume-weighted average price (12-month VWAP).
The report cited share prices calculated using other approaches: ranging from PLN15.47 using the discounted cash flow method based on management’s forecast to PLN24.55 based on the average EV/EBITDAV multiple among the peer companies considered.
In September, four minority shareholders of Kernel challenged the CSSF’s decision to set the sell-out price at PLN19.93 per share in the Luxembourg Administrative Court (Tribunal administratif), but no information on the court’s verdict is currently available.
As previously reported by the agency, on January 28, 2025, Namsen Verevsky announced that it had become the majority shareholder of Kernel, holding 95.06% of the share capital, while 4.83% remained in circulation on the WSE.
In late April, some minority shareholders notified the majority shareholder that they were exercising their right to a sell-out. In July of that year, a preliminary sell-out was announced at a price of PLN 19.45, while the mandatory buyout of shares at the majority shareholder’s request is currently blocked due to the court’s consideration of complaints filed by minority shareholders.
Before the war, the Kernel agricultural holding was the world’s leading producer of sunflower oil (accounting for about 7% of global production) and its 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.
In fiscal year 2026 (FY, ended June 30), Kernel increased its net profit by 35% to $322 million, while its revenue grew by 7% to $4.404 billion.
