Les Toques Blanches du Monde announces a reorganization of the Group and a proposed merger with NAKA

LYON, France–(BUSINESS WIRE)–Regulatory News:

LES TOQUES BLANCHES DU MONDE (Paris:ALTBM) (Euronext Growth Paris, Ticker: ALTBM – ISIN: FR0011668821), a French company specializing in the food industry and distribution.

Restructuring of the LES TOQUES BLANCHES DU MONDE Group

At its meeting on April 28, 2022, the Board of Directors of Toques Blanches du Monde (the « Company ») reviewed and approved the terms of a proposed partial asset transfer of an entire business segment, namely the distribution of products and concepts related to the «LES TOQUES BLANCHES DU MONDE ,» to a new company named LTBM Distribution, wholly owned by the Company, with the aim of providing greater clarity regarding results by business segment. This transaction is also part of a development strategy.

The Company will transfer all of its assets related to its distribution business to LTBM Distribution, in exchange for LTBM Distribution assuming, without joint and several liability, the corresponding liabilities and the costs of the transaction.

Upon completion of this transaction, the Company would become a holding company wholly owned by LTBM Distribution and Unis Fish Food. This reorganization of the Group would enable the Company to continue its strategy of external growth in the agri-food sector.

The partial asset contribution transaction is subject to a simplified procedure that does not require the involvement of a contribution auditor or approval by the Company’s general meeting.

The agreement for the partial contribution of assets was signed on April 28, 2022, subject to the condition precedent of its approval by the company receiving the contribution, namely LTBM Distribution.

Due to the contribution of the distribution business segment and the expansion of the Company’s role as a holding company within the group, the Company will change its corporate purpose. It will also change its corporate name to «ALGREEN.».

Proposed capital alliance with NAKA

At its meeting on April 28, 2022, the Company’s Board of Directors reviewed and approved the terms of a proposed agreement for the contribution in kind to the Company of a portion of the shares of NAKA, a company engaged in the production and distribution of CBD-based sparkling beverages to mass retailers, the foodservice industry, and institutional customers (hotels and restaurants) throughout Europe.A contribution-in-kind agreement relating to this transaction was entered into between the Company and the contributors of the NAKA shares on May 5, 2022.

• Reasons for the operation

The goal of this initiative is to expand the Group’s existing product line to include beverages and to enter emerging food and beverage markets, while continuing to pursue a strategy focused on high-quality products for consumers.

• Terms and Conditions of the Promotion

Description of the Contribution

The contribution in kind would consist of 322,506 shares of NAKA («NAKA»), representing 51.13% of NAKA’s capital and voting rights (the ’Contribution«).

Value of the Contribution

The parties to the transaction have agreed to value the NAKA shares at a total value of approximately 8.7 million euros.

Number, type, and characteristics of the shares to be issued in consideration for the Contribution

The Contribution would be compensated by the allocation to NAKA shareholders of 14,314,951 new common shares, to be issued by the Company at a price of 0.605659 euros per share (corresponding to a valuation of the Company of 2,500,000 euros), representing a capital increase of a nominal amount of 6,865,498.18 euros. The issue price of the Company’s new shares was determined based on several valuation methodologies, namely a fundamental (DCF) approach and a market capitalization approach. The issue price of the new shares represents a premium of approximately 34% relative to the closing price of the Company’s share on May 4, 2022.

The new shares would carry current dividend rights as of their issue date, would be treated as equivalent to existing shares, and would carry the same rights as the common shares issued previously. These new shares would be entitled to any distribution of any kind decided upon after their issuance and would be subject to an application for listing on the Euronext Growth Paris market.

The Company's share capital following the transaction

As a result of the transaction, the Company’s share capital would increase from €1,979,674.98 to €8,845,173.16, divided into 18,442,685 shares.

The shares issued would therefore represent approximately 77.61% of the Company’s share capital following completion of the transaction.

Upon completion of the transaction, the Company’s capital and voting rights will be distributed as follows:

Impact of the transaction on the shareholder's position and on their share of equity per share

Based on a share capital consisting of 4,127,734 shares, a shareholder holding 11% of the Company’s capital prior to the issuance of 14,314,951 shares of the Company in consideration for the Contribution would see their ownership stake decrease to approximately 0.221% following said issuance.

Based on shareholders’ equity as of December 31, 2021, the equity per share, which stood at -€0.025 prior to the issuance of 14,314,951 shares of the Company in consideration for the Contribution, would be €0.46 after said issuance on a non-diluted basis (and would increase to €0.48 on a diluted basis).

Portion Control

Mr. Sylvain AIGLOZ (ORIAL DEVELOPPEMENT) and Mr. Didier REBAUDET (DR2C) have been appointed as contribution auditors in connection with the Contribution by order of the President of the Lyon Commercial Court dated March 24, 2022 (the « Contribution Auditors ») in order to:

1. to assess the value of the Contribution; ;
2. to assess the fairness of the exchange ratio (and thus the consideration for the Contribution); and
3. to prepare, for the attention of the Company’s shareholders, the required report describing the Contribution, indicating the method used to value the Contribution, the reasons why that method was selected, and to confirm that the value of the Contribution is at least equal to the value of the new shares of the Company to be issued (par value, if applicable, plus the contribution premium) in consideration for the Contribution.

Conditions precedent

The Contribution will become final only if all of the following conditions are met by July 31, 2022, at the latest:

– the submission by the Contribution Auditors of their report referred to above, confirming that the value of the Contribution is not less than the value of the new shares of the Company to be issued (par value, if applicable increased by the contribution premium) in consideration for the Contribution and that the proposed exchange ratio is fair; and

– the approval by the Company’s shareholders of the Contribution, its valuation, and its consideration, based on the aforementioned report of the Contribution Auditors.

Date of the Contribution

A proposal will be submitted to the Company’s combined general meeting of shareholders to be held on June 30, 2022, to approve (i) the contributions in kind made by NAKA’s shareholders to the Company, (ii) their valuation, and (iii) their consideration, and then to approve a capital increase of the Company in consideration for said contributions.

The contribution agreement entered into on May 5, 2022, as well as the report of the contribution auditors, will be available on the Company’s website in accordance with the deadlines and conditions set forth in applicable laws and regulations.

Financial Calendar for 2022

June 30, 2022: Combined Annual and Special Meeting.

Contact

Investors: [email protected]