Stock Code: 000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2023-7
ADAMA Ltd.
Announcement on the Acquisition of Equity Held by
Minority Shareholders of a Controlled Subsidiary
The Company and all members of the Company’s Board of Directors confirm that
all information disclosed herein is true, accurate and complete, with no false or
misleading statement or material omission.
I. Overview of the Transaction
1. Chileagro Bioscience S.A. (Chile) (hereinafter referred to as “Chileagro”) and
Makhteshim Agan Chile SpA (hereinafter referred to as “MA”) are indirectly wholly
owned subsidiaries of ADAMA Ltd. (hereinafter referred to as “the Company”). Adama
Chile S.A. (hereinafter referred to as "Adama Chile" or “the Target Company”) is an
indirectly controlled subsidiary of the Company, whose 60% equity is held by
Chileagro and the rest 40% equity is held by Asesorias e Inversiones Punta Totoral
Limitada (hereinafter referred to as “Asesorias”) and Inversiones ARSI Limitada
(hereinafter referred to as “ARSI” and together with Asesorias as “the Sellers”).
On March 10th, 2023, Chileagro and MA signed with the Sellers the Supplementary
Agreement to the Equity Purchase Agreement signed between Chileagro, Asesorias and
ARSI on May 9th, 2013 (2013 EPA) to acquire the rest 40% equity of Adama Chile
held by the Sellers (hereinafter referred to as “the Transaction” and “the Supplementary
Agreement”) according to its rights provided for in the 2013 EPA. The Sellers and the
buyers agreed on the final purchase price to be 17 million USD. The Transaction was
closed on Marth 13th, 2023, Chileagro and MA now hold 100% of the equity in Adama
Chile together.
2. According to Shenzhen Stock Exchange Stock Listing Rules, Self-Regulatory
Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1 - the Standard
Operation of Listed Companies on the Main Board, Articles of Association and
Management Measures for the Delegation of Certain Powers of the Board of Directors
to the Chief Executive Officer (CEO) of the Company, the Transaction is within the
scope of the CEO’s authority and does not need to be submitted to the Board of
Directors and the general meeting of shareholders for consideration.
3. The Transaction constitutes neither a related-party transaction nor a material asset
restructuring under the Measures for the Administration of Major Assets
Reorganization of Listed Companies.
4. The Transaction has been approved by Sinochem Holdings Corporation Ltd as the
state-owned asset management body.
II. Basic Information of the Counterparties
(I) Asesorias e Inversiones Punta Totoral Limitada
1. Name: Asesorias e Inversiones Punta Totoral Limitada
2. Type of Enterprise: Limited liability partnership
3. Chairman: Rodrigo Saavedra Aspillaga
4. Place of Registration: Chile
5. Headquarter: Chile
6. Main Business: Investment and consultancy services
7. Major Shareholders:
No. Name of Shareholders Shareholding
Proportion
1. Rodrigo Saavedra Aspillaga 71.9%
2. Cecilia Walker Goycoolea 24.3%
Swaq
3. Rodrigo Saavedra Walker 0.95%
4. Jose Ignacio Saavedra Walker 0.95%
5. Maria Jesus Saavedra Walker 0.95%
6. Angelica Saavedra Walker 0.95%
8. Related Party Relations: Asesorias e Inversiones Punta Totoral Limitada is not a
related party of the Company and it has no other relationships with the Company and
its top ten shareholders in terms of property rights, business, assets, debts and liabilities
or personnel, etc., which may cause or have caused the Company to favor their interests.
9. Integrity Status: It has been verified that Asesorias e Inversiones Punta Totoral
Limitada is not a defaulter.
(II) Inversiones ARSI Limitada
1. Company Name: Inversiones ARSI Limitada
2. Type of the Enterprise: Limited liability partnership
3. Chairman: Andres Ariztia Garcia-Huidobro
4. Place of Registration: Chile
5. Headquarter: Chile
6. Main Business: Investment and consultancy services
7. Major Shareholders:
No. Name of Shareholders Shareholding Proportion
1 Andres Ariztia Garcia-Huidobro 80%
2 Francisca Silva Parot 20%
8. Related-party Relations: Inversiones ARSI Limitada is not a related party of the
Company. It has no other relationships with the Company and the top ten shareholders
in terms of property rights, business, assets, debts and liabilities or personnel, etc.,
which may cause or have caused the Company to favor their interests.
9. Integrity Status: It has been verified that Inversiones ARSI Limitada is not a
defaulter.
III. Basic Information of the Transaction Target
1. Overview of the Target Assets
(1) Name of the Assets: 40% equity of Adama Chile S.A.
(2) Asset Category: Equity investment
(3) Encumbrance: No mortgage, pledge or any other third-party claim on the Target
Equities. The transferred equity is not involved in any major disputes, lawsuits,
arbitrations, freeze or other judicial measures.
(4) Location of the Assets: Chili
2. Overview of the Target Company
(1) Name of the Enterprise: Adama Chile S.A.
(2) Time of Establishment: 1998
(3) Location of Registration: Chili
(4) Main Business: to produce and sell chemical crop protection products and bio-
stimulants
(5) Shareholding Structure
The shareholding structure of the Target Company prior to this transaction is as follows.
No. Name of Shareholders Shareholding Proportion
1. Chileagro Bioscience S.A. (Chile) 60%
2. Asesorias e Inversiones Punta Totoral Limitada 32%
3. Inversiones ARSI Limitada 8%
(6) Target Company’s Key Financial Figures of the Last Year and the Last Period:
（1,000 USD）
December 31, 2021 Sep 30, 2022
Key Financial Indicators
(for the year of 2021*） (Jan to Sep, 2022)
Total Assets 50,675 71,136
Total Liabilities 27,359 32,546
Total Account Receivables 26,545 38,771
Net Assets 23,316 38,590
Revenue 36,131 32,235
Operating Income 9,504 9,734
Net Income 6,183 6,766
Net Cash Flow from
(7,505) 1,068
Operating Activities
Note: the financial results for 2022 January to September listed above are unaudited.
(7) Integrity Status: It has been verified that Adama Chile is not a defaulter.
(8) Restriction: There is no restriction on the shareholders’ rights in the Articles of
Association and other relevant documents of Adama Chile other than which has been
stipulated in the applicable laws and regulations.
IV. Key Terms of the Supplementary Agreement
1. Parties of the Transaction
The Buyers: Chileagro Bioscience S.A. (Chile) and Makhteshim Agan Chile SpA,
wholly owned subsidiaries of the Company
The Sellers: Asesorias e Inversiones Punta Totoral Limitada and Inversiones ARSI
Limitada
2. Purchase Price: 17 million USD
3. Payment: Cash Payment
4. Payment Arrangement: Lump-sum payment of the purchase price on the closing date
5. Effectiveness: The Agreement is effective upon the signing of both the buyers and
the sellers.
6. Date of Effectiveness: the signing date of the Supplementary Agreement
7. Pricing Basis: as agreed between the buyers and the sellers after good faith
negotiations based on the terms and conditions of the 2013 EPA
8. Source of Funds: Self-owned Funds
9. Delivery Status of the Target Asset: Normal Operation
10. Main Closing Precedents: Payment of price
11. Closing: March 10, 2023 (“Closing Date”)
V. Other Arrangements in the Transaction
1. Employee Settlement: The Transaction does not include any employee settlement
arrangement.
2. Land Lease: The Transaction does not include any land lease arrangement.
3. Potential Related-Party Transaction after Closing: The Transaction does not include
any potential related-party transaction.
VI. Purpose of the Transaction and the Effects on the Company
After completion of the Transaction, Adama Chile S.A. became an indirect wholly-
owned subsidiary of the Company, which is conducive to enhancing the Company's
decision-making efficiency, promoting development strategy, further integrating local
market resources, and meeting the Company's production, operation and development
needs. The Transaction will not lead to any change in the Company's combination scope.
The transaction price is fair and reasonable. There is no situation that will harm the
interests of the Company's shareholders and will not have an adverse impact on the
Company's financial situation and operating results.
VII. Filling Documents
1. The Supplementary Agreement
2. Financial statements of the Target Company
3. Equity Transfer Certificate
4. General transection table of listed companies
It is hereby announced.
Board of Directors of ADAMA Ltd.
March 14th, 2023
