Namsen Limited, owned by Ukrainian businessman Andriy Verevskyi and the controlling shareholder of agribusiness group Kernel Holding, has launched a procedure to buy out shares held by minority investors. The move could become one of the final stages in a multi-year process to consolidate ownership of Kernel and subsequently delist its shares from the Warsaw Stock Exchange.
According to an announcement published by Polish financial news service PAP Biznes, Kernel’s minority shareholders, who collectively own 14.18 million shares representing 4.83% of the company’s share capital, have been granted the right to require the purchase of their securities. The buyout price has been set at PLN 19.93 per share.
Minority shareholders may submit requests for the purchase of their shares until December 29, 2026. The procedure therefore enables Namsen to continue consolidating its ownership of Kernel and move closer to full control of the agribusiness group.
The buyout price was determined by Luxembourg’s financial regulator, the Commission de Surveillance du Secteur Financier (CSSF). In setting the price, the regulator took into account the results of two independent valuations conducted by international audit and advisory firms KPMG and Grant Thornton.
Namsen already controls around 95% of Kernel’s shares. Reaching this ownership level allowed the company to initiate a mandatory buyout procedure for the remaining shares held by minority investors in accordance with applicable regulations.
For Kernel, the current procedure represents a continuation of a process that began in 2023. In March of that year, Namsen, then Kernel Holding’s largest shareholder, proposed that the agribusiness group’s board of directors consider delisting the company from the Warsaw Stock Exchange and buying out the remaining investors.
Kernel subsequently carried out an additional share placement. As a result, Namsen’s stake increased significantly, from 41.29% to 93.67% of voting shares. Verevskyi’s company thereby secured effective control of the agribusiness group and created the conditions for further consolidation of its equity.
In early 2025, Namsen continued increasing its stake, bringing it to approximately 95%. This represented an important legal threshold, as it allowed the controlling shareholder to initiate a mandatory buyout of shares held by the remaining minority investors.
Namsen is now offering to acquire the shares still held by investors in Kernel. The offer covers a total of 14.18 million shares, representing 4.83% of the company. At PLN 19.93 per share, the maximum value of the buyout amounts to approximately PLN 282.6 million.
Completion of the procedure will allow Namsen to further increase its stake in Kernel and will mark another step toward concentrating virtually all of the agribusiness group’s share capital within Andriy Verevskyi’s corporate structure.
The ultimate objective of the process is to obtain full or near-full control of Kernel and terminate trading of the company’s shares on the Warsaw Stock Exchange. The delisting initiative was first announced in 2023, making the current buyout a continuation of the previously stated strategy.
Kernel Holding is one of Ukraine’s largest agribusiness groups. The company is engaged in the production and export of agricultural commodities, oilseed processing, the production and export of sunflower oil, as well as infrastructure and logistics operations supporting agricultural exports.
For minority shareholders, the current procedure provides an opportunity to exit their investment in Kernel at a price determined by the regulator. For Namsen, the transaction provides a mechanism to complete the multi-year consolidation of Kernel’s shares and move closer to implementing the company’s delisting plan.
Thus, more than three years after the intention to delist Kernel was first announced, the process is entering its final stage: Verevskyi-controlled Namsen already owns around 95% of the company, while the remaining minority shareholders have been offered the right to sell their shares at PLN 19.93 per share until December 29, 2026.
