Princes Group plc/ADR PRNSY

The primary business of the Group and Company is Food and Drinks Manufacturing. On 17 June 2024, a purchase and sale agreement was entered into with Mitsubishi Corporation as seller, pursuant to which Newlat Food S.p.A. (now NewPrinces S.p.A.) acquired 100% of the share capital of the Company for a net cash consideration of GBP 1. The purchase was then finalised at the end of July. The agreement stipulated that Newlat Food S.p.A. must provide the necessary financial resources to enable the Company to repay its outstanding loan to Mitsubishi Corporation. The transaction was financed through a €200 million loan from Newlat Food S.p.A. and a €300 million loan that was provided by a pool of leading international banks. On 30 July 2024, all of the conditions stipulated in the agreement for the acquisition of the Company were fulfilled and therefore Newlat Food S.p.A. acquired the entire share capital of the Company. Following the acquisition, the Company changed its financial year end from 31 March to 31 December, to align with the Newlat Group, resulting in a shortened previous reporting period of nine months. During the financial year, the Company completed a number of business combinations that are summarised below with further details included in note 37. On 1 January the Group entered into an agreement with NewPrinces S.p.A. subsidiary Symington’s Limited which gave the Group the right to conduct and operate the Symington’s business for a two-year term. Symington’s specialises in the production and sale of instant noodle products. The agreement gives the Group the right to use Symington’s contractual and employment relationships as well as the tangible and intangible assets which are required to carry out the business. Subsequent to this, the Group acquired all of the share capital of the entity. On the same date, the Group entered into an agreement with NewPrinces S.p.A. for its Pasta, Bakery Products and Special Product category business which gave the Group the right to conduct and operate this business for a two-year term, which was subsequently extended to five years. The agreement gives the Group the right to use the business’ contractual and employment relationships as well as the tangible assets which are required to carry out the business. Share acquisitions were also carried out during the year with NewPrinces S.p.A. for its France S.A.S and Newlat GmbH businesses.