Minority shareholders of Kernel Holding file sell-out request

Kernel Holding S.A. has announced the initiation of a sell-out procedure — a process whereby minority shareholders may sell their shares to the majority shareholder, Namsen Limited, which currently owns 95.06% of the voting shares (278.9 million shares). The company disclosed this information via a statement published on the Warsaw Stock Exchange.

Background: Prior to the announcement, the Luxembourg financial sector supervisory authority (CSSF) officially included Kernel on its list of companies with shareholders holding over 95% of ownership, making them eligible for sell-out or squeeze-out procedures. The CSSF also released a legal opinion confirming that Namsen indeed owns more than 95% of Kernel's shares.

“In light of this legal opinion, the CSSF raised no objections to the sell-out process initiated by a minority shareholder, thereby acknowledging Namsen’s 95% stake in Kernel,” the company commented.

In response to the minority shareholders’ request, Namsen confirmed its readiness to purchase their shares.

The proposed buyout price is PLN 19.45 per share. The valuation of the fair market price was conducted by KPMG Tax and Advisory, and the report is available on Kernel’s official website.

“Minority shareholders have one month to challenge this price. If their challenge is well-grounded, the CSSF may appoint another independent expert to conduct a second valuation and determine the final sell-out price. Minority shareholders can then decide whether to proceed with the sale to Namsen at that price,” Kernel’s press service told Latifundist.com.

They clarified that under the sell-out procedure, Namsen cannot compel minority shareholders to sell their shares.

“However, since Namsen holds more than 95% of Kernel's shares, it may initiate a separate squeeze-out procedure. In that case, all remaining minority shareholders would be obliged to sell their shares at a fair price determined by an independent expert and approved by the CSSF. As of now, Namsen has not indicated any intention to initiate a squeeze-out,” the company stated.

In early March 2023, Kernel announced plans to delist from the Warsaw Stock Exchange, citing a lack of benefits from its IPO in 2007.

Subsequently, a conflict emerged between minority shareholders and Kernel’s Board of Directors over the planned delisting. A group of shareholders later united to oppose the buyout of shares by the Chairman Andrey Verevskyi.

On February 20, 2024, Kernel received two legal summons from a group of eight shareholders collectively holding 1.2 million shares — equivalent to 0.4% of the total issued shares.

On March 4, 2024, Kernel announced that it had been notified by Poland’s Financial Supervision Authority (PFSA) about the suspension of administrative proceedings related to the company’s delisting from the Warsaw Stock Exchange.