Ausu (01717) subsidiary plans to sell 35% of Amalthea's shares

According to the Zhitong Finance App, Ausnutria B.V. (01717) announced that on July 14, 2026, Ausnutria B.V. (an indirect wholly-owned subsidiary of the Company) entered into a share purchase agreement with A-Ware. Regarding the sale, Ausnutria B.V. conditionally agreed to sell and A-ware conditionally agreed to acquire the shares sold (equivalent to 35% of Amalthea (an indirect wholly-owned subsidiary of the Company before completion)) at a cost of 15.7815 million euros (equivalent to approximately HK$141 million). Upon completion and on the date of completion, Ausnutria B.V. shall be sold, transferred and transferred to A-Ware and A-ware shall purchase and accept the loan from Ausnutria B.V., at a cost of 1.4 million Euros (equivalent to approximately HK$13 million).

On July 14, 2026, Ausnutria B.V., A-ware and Amalthea entered into a shareholder agreement to regulate the respective rights and responsibilities of Ausnutria B.V. and A-ware as Amalthea shareholders. The shareholders' agreement takes effect from the date of completion. In particular, Ausnutria B.V. shall irrevocably grant a put option to A-Ware, and A-ware shall irrevocably grant a put option from Ausnutria B.V. Under the put option, A-ware shall have the right to require AusNutria B.V. to buy all or part of the shares sold (in proportion) (i.e. put options), and A-ware shall irrevocably grant a buy option to NutriaAusa B.V., and Ausnutria B.V. shall grant A-ware a put option According to the subscription option, Ausnutria B.V. shall have the right to require A-Ware to sell all (not only part) of the shares sold (i.e. subscription options) to Ausnutria B.V., provided that the termination event occurred because A-ware did not extend the supply agreement.

On July 14, 2026, Amalthea and A-Ware entered into a supply agreement. Amalthea shall exclusively sell and supply all products manufactured at these plants to A-Ware for an initial fixed period of 10 years.

A partial sale of 35% of Amalthea's shares at a cash cost of approximately EUR 15.78 million (equivalent to approximately HK$141 million) allowed the Group to realize considerable value from its investment in Amalthea, while retaining most control over Amalthea, and continuing to comprehensively calculate Amalthea as a subsidiary. The cash proceeds will strengthen the Group's financial position and provide additional liquidity for working capital, debt repayment or future investment opportunities. As a supplement to the sale, shareholder agreements provide an orderly mechanism for potential future equity adjustments through put options and subscription options (subject to termination events), which not only protects downside risks, but also allows both parties to flexibly choose to withdraw from the investment or increase ownership according to pre-agreed valuations (linked to original cost plus retained profits), while encouraging the contracting parties to strive for continued successful cooperation.

Royal A-ware is one of Europe's largest cheese producers. The company believes that entering into a supply agreement will make more effective use of the advantages of both parties (especially in terms of production capacity) and make good use of the resources established by the two sides in different countries over the years. The supply agreement makes reliable and commercially effective product supply arrangements, including a minimum annual purchase volume for A-ware during the 10-year period of the supply agreement, which enables the Group to ensure stable operation and full guarantee of revenue, and the efficient use of production capacity; and transparency in cost and pricing allows the Group to carry out better financial planning, particularly improving the accuracy of revenue forecasting and ensuring the stability of Amalthea's operations. This factor is critical to Amalthea.