Naturex Announces Capital Increase of EUR 67 million

04 Jun 2014 --- Naturex has announced the launch of a capital increase with preferential subscription rights for a total gross amount of €67,227,597.50, issue premium included. The operation is followed by the main reference shareholders of the Company: SGD, Finasucre and Caravelle.

The purpose of the issue is mainly to finance the acquisition of Vegetable Juices Inc., a company specialized in the production and the marketing of natural based ingredient vegetables and to finance more modest-sized acquisition opportunities that may arise in the coming months.

“In order to pursue its external growth strategy and accelerate its development in a consolidated sector, Naturex is once again seeking to raise funds in the market” declared Thierry Lambert, Chief Executive Officer of Naturex “The acquisition of Vegetable Juice Inc. already leads us to a critical size in the United States on the Food & Beverage segment and a real expertise in technical solutions based on vegetables that may benefit to the whole Group”

The capital increase will be carried out with shareholders' preferential subscription rights and will result in the creation of 1,311,758 new shares at a price of €51.25 per share, comprising a nominal value of €1.50 and an issue premium of €49.75, i.e. gross proceeds (issued premium included) of €67,227,597.50.

Each Company's shareholder will receive 1 preferential subscription right per share registered in its holder's account at the close of the accounting day of 4 June 2014, 6 preferential subscription rights allowing the holder to subscribe 1 new share.

By way of illustration, based on Naturex's closing share price on the regulated market of Euronext in Paris on June 2, 2014, i.e. €66.36 adjusted with the €0.10 dividend per share which will be submitted to the Company's shareholder's general meeting on 26 June 2014 , the theoretical value of 1 preferential subscription right amounts to € 2.14 and the theoretical value of the share ex-right amounts to €64.12.

The subscription price represents a discount of 22.65 % to Naturex's closing share price on 2 June, 2014 adjusted with the €0.10 dividend per share which will be submitted to the Company's shareholder's general meeting on 26 June 2014 and a discount of 20.07 % to the theoretical ex-rights price.

Subscriptions may also be made on a reducible basis but remain subject to reduction in case of over allotment.

The offer will be open to the public in France only.

Natixis is acting as Sole Global Coordinator and together with Joh. Berenberg, Gossler & Co. KG (« Berenberg ») as Joint Lead Manager and Joint Bookrunner.

The subscription period for the new shares will begin on 5 June 2014 and will end on 17 June 2014 inclusive. During this period, the preferential subscription rights will be listed and traded on Euronext Paris under ISIN code FR0011933100.

The settlement and delivery as well as the admission to listing of the new shares is expected to take place on 3 July 2014. The new shares once issued will give right to all distributions decided by the Company as from such issuance date (therefore, such new shares will not give right to dividend which will be proposed at the shareholder's general meeting of the Company on 26 June 2014 regarding 2013 financial year).

The new shares will be immediately fungible with existing shares of the Company and will be traded on the same listing line under ISIN code FR0000054694.

SGD (which holds 20.99 % of the share capital and 28.43% of the voting rights of the Company) undertook to exercise on a reducible basis its entire 1,651,735 preferential subscription rights.

Finasucre (which holds 0.46 % of the share capital and 0.41% of the voting rights) undertook to exercise on a reducible basis its entire 35,914 preferential subscription rights.

Caravelle (which holds 15.10 % of the share capital and 13.62% of the voting rights of the Company) undertook to exercise on a reducible basis its entire 1,188,402 preferential subscription rights.

The Company is not aware of the intentions of other shareholders.

The issue of the new shares (excluding the new shares to be subscribed by SGD, Finasucre and Caravelle, in accordance with their subscription undertakings), is being underwritten up to 832,417 new shares pursuant to an underwriting agreement. This underwriting agreement has been entered into on 3 June 2014 between the Company and a syndicate composed of Natixis, acting as Global Coordinator, Joint Lead Manager and Joint Bookrunner, and Berenberg as Joint Lead Manager and Joint Bookrunner.

The Prospectus filed with the Autorité des marchés financiers (the “AMF”) under visa number 14-266 dated 3 June 2014, consists of (i) Naturex's Document de Référence filed with the AMF on 30 April 2014 under number D.14-0456, (ii) a securities note and (iii) a summary of the Prospectus (included in the securities note).