Bunge, now Swiss, maintains the code on the New York Stock Exchange

Bunge Limited, a Bermuda company (“Bunge Bermuda”), has entered into a legal agreement (“Scheme of Arrangement”) that effected certain transactions resulting in the transformation of the shareholders of Bunge Bermuda into holders of all of the issued and outstanding ordinary shares of the Bunge Global SA, a Swiss limited liability company (“Bunge Switzerland”).

The transfer of headquarters was approved by the shareholders of Bunge Bermuda at an extraordinary general meeting held on October 5, 2023. The terms and conditions of the "Scheme of Arrangement" were sanctioned by the Bermuda Court by order and delivered to the registrar of companies in the Bermuda as required by Section 99 of the Bermuda Companies Act 1981.

In connection with the transfer of headquarters to Switzerland, Bunge Bermuda, Bunge Switzerland and Bunge MergerCo, entered into the agreement and incorporation plan (see PDF at the end of this article), under the terms of which, among others:

• Bunge Bermuda merged with Bunge MergerCo, after which Bunge Bermuda survived as a direct and wholly owned subsidiary of Bunge Switzerland; It is

• Each common share of Bunge Bermuda, with a nominal value of US$0,01 per share (the “ordinary shares”), was canceled in exchange for an equal number of registered shares of Bunge Switzerland, with a nominal value of US$0,01 per share (the “registered shares”)

Previously, shares of common stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the New York Stock Exchange (“NYSE”). The shares of Common Stock were suspended from trading on the NYSE at the close of trading on October 31, 2023, and the NYSE filed a Form 25 to remove the Common Shares from the NYSE and from registration under Section 12(b) of the Exchange Act on November. 1.

Bunge Bermuda expects to file a Form 15 with the SEC to terminate registration under the Exchange Act of Common Shares and suspend all of its reporting obligations under Sections 12(g) and 15(d) of the Exchange Act 10 days after the date in which such Form 25 is filed.

Registered shares were exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. Pursuant to Rule 12g-3(a) of the Exchange Act, Bunge Switzerland is the successor issuer of Bunge Bermuda, the registered shares are deemed to be registered under Section 12(b) of the Exchange Act, and Bunge Switzerland is subject to the periodic and current reporting requirements of the Exchange Act and rules and regulations.

The registered shares began trading on the NYSE under the symbol “BG,” which is the same symbol under which the common shares were previously traded. The CUSIP number for registered shares is H11356104.

See also: Bunge calls assembly to vote on move to Switzerland.

UPDATE on 03-10-2023

Bunge officially announced today, November 3rd, the completion of the process of moving its holding company to Switzerland. With the implementation of what they call “redomestication”, the holding company of the Bunge group became a Swiss company, Bunge Global SA. Bunge will continue to be listed exclusively on the New York Stock Exchange under the symbol “BG”, and Bunge Global SA will continue the normal course of Bunge's global business.

The company also announced that its board of directors declared, on October 31, 2023, a cash dividend of $0,6625 per common share. The dividend will be paid from the company's capital contribution reserves and is expected to be paid on March 1, 2024, to shareholders of record on February 16, 2024.